From Humble Beginnings
by Gerudo Punk
Summary: Ozpin has "made more mistakes than any man, woman, and child, on this planet." But despite these mistakes, he has continued to be a beacon of hope for civilization. And yet, what mistakes has he made? What beginnings did he come from?
1. Chapter 1

**I do not own RWBY or make any money from this work of fiction. RWBY is owned by the good people at Roosterteeth (or at least I think they do last I checked).**

 **AN: Hi folks! It's been a while. I was hoping to have the first chapter of this story out by now, but sadly we're all just gonna have to settle for the prologue.**

 **In case you were wondering this is a story about Ozpin's origins, from his family to how he formed the Ozilluminati (or whatever the hell it's called). Anyway, considering episode 4 of volume 4, I'm pretty sure that my story diverges greatly from RWBY cannon, so just to be on the safe side, I'm calling this an AU. Anyway, I hope you all enjoy!**

 **Prologue: Summer's Birds**

Ozpin simply couldn't believe it. After all he'd done, after all he had _sacrificed_ to keep this kingdom safe, the kingdom and it's people couldn't have even been bothered to remember his fucking _name_ and jot it down in their textbooks. _For this, I lost my family?_

Disgusted with himself and the world, Ozpin slammed the history book shut and stormed out of the library.

"Excuse me! Sir, do you need anything?" called out the pretty blonde librarian, but Ozpin didn't answer her, instead stomping past her desk.

Reaching the library doors, Ozpin threw them open with a resounding whoosh, then slammed them closed behind him.

Angry and hurt, Ozpin didn't know what to do or where to go. What he did know was that he needed to get as far away from the library as possible before he gave in to the urge to burn it all to the ground.

Walking down the street, Ozpin couldn't help but look around and watch all the people walking by him, talking about vapid things like what celebrity will be up next on "Grimm Tamer," while others shopped and wasted money on trivial things like the latest Scroll model. _I gave up my life for_ this _?!_

Ozpin wanted to yell at the injustice of it all. After everything he had done, after everything he had survived, he _deserved_ to live happily, without a care in the world, just like the people surrounding him. More to the point, he deserved to live peacefully with his family. A family that was dead and, according to the history books, have been dead for over 60 years. _What god did I piss off to deserve this?_

Ozpin kept walking. Last thing he needed was to make a spectacle of himself in public and become the next poster boy for soldiers with PTSD.

Before Ozpin knew it, it was already dark out, and he had walked so far for so long, winding his way through and around the city, that he had no idea where in the city he was.

Having finally cooled off a little from his discovery in the library, Ozpin stopped on the corner of an intersection to figure out where he was. _Lafaillette and 3_ _rd_ _. . . wait, this isn't all that far from the slums._ Slums that, according to the history books, no longer exist.

Tired and emotionally exhausted, Ozpin didn't know where to go or what to do. He had no place to call home, and he was a complete stranger in this place and time. That's when a stray thought occurred to him. _I wonder if the Rocker is still open?_

Praying for something even remotely familiar, Ozpin headed further away from the center of the city.

After another hour of walking in the poorly lit streets, Ozpin found the Rocker. Or at least where the Rocker used to be. It was still a huge, redbrick building. However, instead of it's old welcoming, the sign above the entrance showed a big black dog chasing a duck. "Welcome to The Dog And The Duck."

Underneath the welcoming sign was a smaller one. It read: "We have beer as cold as your boyfriend's/girlfriend's heart."

Ozpin snorted. "Wow. Really?"

Shaking his head, Ozpin genuinely considered walking inside, but decided against it. There was nothing in there that he wanted. Not even their coffee. _Coffee's probably crappy here anyways. Bet it'll taste like tar._

Feeling more and more disoriented and out of place with every passing second, Ozpin didn't know what to do with himself.

That's when he heard some voices yelling further down the street. Angry and low, to Ozpin those yells where definitely trouble. _Just walk away, Ozpin. This isn't your time, and these are no longer your people._

But as much as Ozpin tried to talk himself out of it, curiosity got the better of him. Heading down the street, Ozpin followed the voices to the entrance of an alley.

What he saw really shouldn't have surprised him. Near the back of the alley where a couple of kids getting held up by three men. _I can't fucking believe it. More than half a century later, and our society is still so fucking awful. Why am I even surprised?_

Ozpin was about to walk away, but stopped when he heard the voice of a little girl.

"Stop it! Leave him alone!"

Ozpin whipped his head back around to the alley. Upon closer inspection, he recognized the child. She was the one who had told him where to find the library.

"Or what?" said one of the men, kicking the boy while he was down.

"The boss wants his money," said another of the men, reaching down and grabbing the boy by his black hair and wrenching it upwards. "Your pa and your hoe are way past due on the rent, kid. And you know how Torch gets when he doesn't get his money on time. Nothing personal, kid. You're just collateral." With his free hand, he socked the boy as hard as he could across the face.

"I said leave him alone!" screeched the little girl. Somehow she had found a tire iron. She tried to swing it at the man who was beating the stuffing out of the boy, but the other two men intercepted her.

Grabbing her by the arm, one of the men wrenched the tire iron out of her hands. Laughing smugly, he gave her a closer look and a lecherous smile. "Well, aren't you a pretty little thing. Hey, Doug, I think I know what I'm taking home tonight."

That threat went down Ozpin's spine like ice water, and if Ozpin thought it was bad, the little girl looked horrified.

"NO! Don't you lay a hand on her you sack of shi–" said the boy, but was interrupted by another blow to the face.

"You might want to think more about yourself, punk. Where's Torch's money?!"

Ozpin couldn't take anymore of this. He was _not_ a bystander, and whether or not these where his people, he would not stand idly by and watch them be victimized.

Storming into the alley, Ozpin got tunnel vision as he rapidly closed the distance between himself and the three men.

As the man went to bury his fist in the poor kids face, Ozpin grabbed his upper arm, twisted it behind his back, and yanked upwards. With a sickening pop, the collector's arm popped out of his shoulder socket.

"Gah! Oh gods, what the hell!?" screamed the collector, trying to turn on Ozpin. But before he could, Ozpin grabbed him by his good arm and slung him over his shoulder. The man hit the concrete with a vicious crash.

"What the fuck?" said one of the other men, turning around to see what was going on.

"Walk away. Now," said Ozpin, trying to keep his voice as calm and level as possible, when all he wanted to do was ram his cane into their most uncomfortable orifices.

One the men actually had the gall to snort at him. "Who the fuck do you think you are? A cop?" Sneering, the man gave Ozpin a disgusted once over, getting a good look at Ozpin's torn and bloody uniform. "You're out of your league, you homeless piece of shit. _You_ walk away now, and we'll forget this ever happened."

Ozpin glowered at him. _I'm going to enjoy this more than should, aren't I?_ "I'm a soldier in Vale's military corp, squad 237. This is your last warning: leave, or wind up like your friend."

The other man burst out laughing. "A soldier?! What the fuck are you talking about? Vale hasn't had a organized military force in years, you dumb shit."

Ok, that was news to Ozpin. _Why would we disband our military?_

Before Ozpin could contemplate the issue any further, one of the other men said, "Oh, screw this dumbass." He took a switchblade out of his pocket. "Let's just waste him."

They advanced on him, one with a knife and the other with the tire iron.

The little girls eyes lit up in recognition as she finally got a look at Ozpin without one of the thugs blocking her view. "Sir, run!"

Instead of heeding her words, Ozpin unstrapped Magnus's old cane from his left leg. "Don't say I didn't warn you."

The first to reach him was the man with the knife. He slashed upwards at Ozpin's head. To Ozpin, the attack was so horribly telegraphed that he didn't need to dodge or even parry the blow. Instead, he grabbed the man's wrist with his free hand and jerked it sideways, breaking his hold on the knife.

Ozpin proceeded to bash him across the face with the cane once, twice, three times, before the other man even got near him.

As the other man swung the tire iron, Ozpin twisted his friend around in front of him to take the blow across his jaw.

The knife-wielding thug hit the ground without so much as a groan.

"You sonuvabitch!" screamed the remaining thug. He swung the tire iron again, but he overextended. Moving to the side, Ozpin let the blow pass by him and tripped the thug.

The man hit the ground hard, skinning his face and forearms.

Scrambling away, he tried to grab the tire iron where he had dropped it. But as he placed his hand on it, Ozpin's foot came down to crush and pin his hand on the tire iron.

Twisting his head around, the man's face came nose-to-tip with Ozpin's cane. And at the base of the cane was an opening that looked suspiciously like . . .. "Oh, no way. Tell me that's not–"

"A gun? Yes. My cane is also a gun."

Swallowing hard, the man looked up into Ozpin's face. He didn't know that Ozpin had no intention of killing him, but Ozpin wanted to put the fear of the gods into this man for even so much as daring to threaten rape against a child.

So, Ozpin kept his features as calm and blank as possible as he activated the gears and prepped the cane to fire.

"L-l-l-look, man. There's no need to kill me, I swear. I-I won't go near the kids again." Looking at the children and back at Ozpin, he tried for a different approach. "You can't kill me in front of kids! You'll scar them for life!"

Ozpin lifted a taunting brow at _that_ hypocritical remark. "Like you haven't already? Besides, it might be cathartic for them to see you and your buddies getting your just desserts."

The thug didn't respond at first, but by this point he was sweating bullets through his greasy beard. "I-I-I . . . Come on, man! Please, please don't kill me!"

Ozpin was disgusted by the sight of this pathetic excuse for a human being sniveling on the floor . . . but, he was even more disgusted in himself. 'Cause honestly, he felt like a bully beating the snot out of some kid for his lunch money. But he knew better. People like these three men think that if no ones watching, they can get away with anything. And Ozpin needed to prove to them that there where consequences to their actions. Not to mention, the children's situation resonated strongly with Ozpin and his past experiences.

Lowering the cane, Ozpin said, "You're right. I'm not going to kill you in front of kids."

The thug let out a relieved breath. "Thank you, thank you so–"

Before he could finish his sentence, Ozpin whipped the tip of the cane back in front of his face, cutting him off. "I'm not the one you should be thanking," Ozpin growled. "The ones you should be thanking are those kids. They're the only things stopping me from gutting you on the floor, you putrid piece of human refuse. Now, apologize to them."

The thug just stared at Ozpin like he was insane. "Wha–"

"I said 'apologize to them!'" Ozpin roared, pressing the tip of the cane harder into the thugs face.

Gasping in pain, the thug said, "I'm s-sorry!"

Growling, Ozpin pressed down harder. "What _exactly_ are you sorry for?"

"I'm sorry f-f-for beating on the kid, a-and for threatening him and his sister and mom, and a-a-and a-and–"

Rolling his eyes at the pathetic display, Ozpin grumbled, "Oh, that's enough. I think it's time you took a nap."

Looking back up at him in fear, the thug said, "Wait, wha–"

Before he could finish what he was saying, Ozpin flipped the cane in the air, grabbing the tip of the cane out of the air and clubbed the man across the face with the pommel. The thug's head dropped to the cement like a stone in water.

Sighing through his nose, Ozpin reattached Magnus's cane to his upper thigh. After making sure that it was secure, he turned around to face the kids. What he saw actually made him flinch backwards with guilt.

The boy, battered, bruised, and bloody, stood on shaky legs between him and the girl, as if Ozpin were going to attack them next.

The worst part was that Ozpin couldn't even blame them for their fear. They'd just watched him brutalize these men and psychologically torture one of them. That couldn't have been any worse unless he had murdered all three men in front of these kids.

Clearing his throat, Ozpin went down on his knees to put himself at around the same height as the children, and slowly spread his hands to show that he was unarmed. "I'm sorry if I scared you. Are you ok?"

Snorting, the boy spat a globule of blood onto the concrete between them. "Oh yeah, I'm just peachy. You know, broken nose, bruised ribs. Nothing a good night's rest won't help with."

Ozpin actually chuckled at the kid's response. _Damn. Snarky little bugger._ Taking a closer look at the boy, Ozpin couldn't believe that he hadn't noticed the very hard-to-miss red eyes. They all but glowed in the dark. And his stance and bearing . . . _There's just something about this kid. He seems so . . . familiar._

Apparently Ozpin's humor caught the boy by surprise, because his angry glower was replaced by confusion.

Looking past the boy, Ozpin asked the girl, "Are you all right?"

Peering around the boys shoulder, she timidly nodded her head. "Aren't you the man who asked where the library was?"

Ozpin smiled as she recognized him. "Yes, that was me. Thank you very much for your help."

Before the girl could say anything else, the boy interjected. "Why are you here?" he asked accusingly.

Raising his hands a little higher, Ozpin tried to placate the boy. "I wasn't following either of you, if that's what you're thinking. I was just heading to see if an old haunt of mine was still around when I heard some noise coming down the street."

Still suspicious of him, the boy asked, "Where were you heading?"

"An old bar called The Rocker."

The kid narrowed his eyes in suspicion. "Never heard of it."

Ozpin laughed lightly. "Yeah, didn't think you would. It's been replaced by another bar called The Dog and The Duck. I was debating whether or not I should head in for a drink when I heard you guys."

The boy's eyes lit up in recognition. "That place is a dump."

Offended, Ozpin said, "I'll have you know, when I was a kid it was the best place to go to listen to live music, plus the coffee there was phenomenal."

The boy rolled his eyes. "Whatever, old-timer." Before the boy could stop himself, he asked, "What does phenomenal mean?" The boys eyes widened in surprise and fear, as if Ozpin was going to mock him for his lack of vernacular.

But to the boy's shock, instead of mocking him, Ozpin smiled and said, "It pretty much means awesome."

The boy's features relaxed by a fraction of a degree at Ozpin's answer.

Sighing, Ozpin said, "Look, now that you both are ok, I'll leave if that's what you want. I just want to make sure that you can head home safely."

The boy's face scrunched up in consternation, as if unused to kindness from strangers. A concept that Ozpin was all too familiar with.

The girl leaned forward to whisper something in the boy's ear. He grimaced, but after a bit more whispering from the girl, he nodded. "Fine. If you're _so_ concerned about us, you can tag along. But," the boy pointed to Ozpin's cane, "I want you to give me your weapon."

Without hesitating, Ozpin unclasped the cane from his leg and walked up to the boy. Lifting it in the air so that the children could get a better look at the cane, Ozpin said, "This cane's very important to me. It was a gift from an old friend."

The boy flinched back, as if he thought that his demand had offended Ozpin and he was about to attack them.

But instead of attacking them, Ozpin knelt down in front of them and offered the boy the pommel of the cane. "I'm not giving this to you, but I see no harm in letting you borrow it for a little bit." Smiling, Ozpin said, "Just promise to be careful with it. It's a weapon, and weapons aren't for show, and they aren't for protection. They're only for one thing, and one thing only. If you think you're in danger," Ozpin showed the boy how to use the cane, "then aim, and don't hesitate to pull the trigger."

With that, Ozpin backed away from the kids. "Alright, let's get you two home."

XXXXX

It was a tense walk. The children where constantly peering over their shoulders, whether it be to check for more debt collectors or to make sure Ozpin wouldn't attack them. As for Ozpin, he made sure to stay near the kids in case anything went wrong, but not so close that it would make them uncomfortable, all the while looking about to see if anyone might attack the children.

He had asked the children about this "Torch" character, but they hadn't told him anything that he hadn't already guessed: he was a loan shark that the boy's parents owed money to. A loan shark who made a habit of sending "debt collectors" to get him his money if his "clients" are even a day late.

Luckily, they arrived at the children's home a few blocks away. It was a crooked, rundown apartment building on a block that looked like it had been pulled out of a giant dumpster.

"Hey, you should head home," said the boy to the girl.

Concerned, she began to protest, but the boy cut her off. "Summer, your parents are going to be worried sick. And if they think I had something to do with it, they're never going to let us hang out ever again."

A stubborn glower replaced the look of concern on her face. "Shut up!" she snapped, surprising both Ozpin and the boy. Pointing at the boy's face, she went on. "Who do you think's going to help patch you up? Your mom? Your sister? No! I am! So shut your mouth and get your butt inside!"

Flabbergasted, the boy worked his jaw up and down, but nothing came out.

Without waiting for a response, the girl stormed past him and up the stairs into the apartment building.

Ozpin chuckled.

The boy whirled on him. "What?!" he snapped.

Smiling, Ozpin said, "Nothing, much. It's just good to have someone out there who cares enough to stick with you, no matter how bad things look."

Once again, Ozpin's response caught the boy off guard. "You know, you're really smart for an old guy."

Sighing, Ozpin said, "What do you mean, 'old guy'? I'm barely into my twenties."

Shocked, the boy said, "But your hair's silver. Old people have silver hair."

Sighing, Ozpin said, "No, you see, my hair was actually brown– You know what? Fine, whatever."

The boy actually laughed at that. " _Now_ you sound like your twenty."

Ozpin snorted. Sobering quickly, Ozpin said, "You might not want to keep your friend waiting."

Holding his hand out, Ozpin waited for the boy to give him back his cane. When the boy hesitated, Ozpin said in a kindly tone, "Can I have my cane back?"

"Um, yeah, sure." But the boy still didn't give him back the cane. Instead, he asked Ozpin, "Can I just ask you a quick question?"

Chuckling, Ozpin said, "You just did."

Glaring, the boy said, "Come on, you know what I mean."

Ozpin chuckled. "Yeah, I'm just teasing you. What did you want to ask me?"

The boy hesitated only a moment. "What's a soldier?"

Ozpin took a moment to think before he responded. "In a sense, a soldier is a defender. While police uphold the law and protect the people of the kingdom or city they are posted in, a soldier is responsible for protecting the lives of all of the citizens of a kingdom. They are sent outside the walls of the kingdoms to fight anything that might threaten a kingdom, whether that be the Gimm, or other humans."

"Oh," the boy whispered. "So, it's like being a Huntsman."

Ozpin blinked and quirked his head to the side at the new term. "What's a Huntsman?"

"Well, they're kinda like what you described."

Slightly disgusted, Ozpin said, "So, the government gives them the authority to kill other people?"

The boy looked just as disgusted as Ozpin was. "What?! No! Huntsman are charged with protecting human and faunus life at any cost. They're only allowed to kill creatures of Grimm and make civilian arrests. Nothing else."

Ozpin scratched his chin. "Hmm . . ."

 _A Huntsman, huh?_ Thinking about his past and experiences, he couldn't help but think about how maybe that might be able to make up for some of the bad he had done as a soldier. All the lives he had taken, the futures that where lost because of him . . ..

"How do you become a Huntsman?"

The boy scratched the side of his head. "Well . . . If I'm remembering right, there's four different Huntsman academies, one in each kingdom. And, um, you're supposed to get admitted to them after being trained at these combat schools."

More intrigued than he thought he would be, Ozpin asked, "Is there a way to be admitted if you don't go to one of these combat schools?"

The boy had to take a moment to think before he responded. "Um, I think there's actually an entry test that you can take before the school year starts. You could probably go to Beacon tomorrow and ask one of the teachers, or something."

Before Ozpin could ask what is Beacon or when does the school year start, the kid blurted out, "Do you want to come inside? It doesn't look like you have anywhere to stay tonight, and if you want, I can show you where Beacon is tomorrow."

Ozpin was surprised by how desperate the boy sounded. That's when Ozpin realized just how scared the boy must have been of more collectors coming in the middle of the night. _Poor kid. Sounds like he has it even worse than I did when I was a boy._

Smiling, Ozpin said, "Thank you for your kind offer. I'd much appreciate it."

The boy smiled in relief. Extending his hand, the boy said, "I'm Qrow."

Taking his hand, Ozpin gave Qrow a firm but gentle handshake. "Nice to meet you Qrow. I'm Ozpin." He hesitated a moment before asking, "Qrow, if you don't mind me asking, is your last Branwen?"

Qrow's eyes widened almost comically. "How'd you know that?"

Ozpin smiled as he confirmed his suspicions. "I knew a member of your family. He had the same red eyes as you."

"Oh," muttered Qrow, not sure what to make of this. "Um, anyway, why don't we head inside? It's getting a little chilly."

Ozpin followed Qrow up the stone stairs and up to the door. Next to the door was a small keypad. Qrow quickly typed in a five-digit code. Ozpin followed the boy through the door and up two flights of stairs. Walking down the hall, Qrow stopped at door 216 and knocked rapidly on it. A minute later, the door was opened a crack, and another pair of red eyes peered out to look at them.

"About damn time, Qrow. Summer's tearing a hole through the floor." The girl on the other side opened the door.

She was slightly taller than Qrow, although that wasn't saying much. She wore her hair long, whereas her brother kept his dark hair so closely cropped to his head that it was practically a crew cut.

Ozpin was severely stunned. _She looks so much like Emma._

She looked past her brother to narrow her gaze on Ozpin. "Who're you?" There couldn't have been more suspicion in her voice if her tongue was wearing a tiny "Don't talk to strangers" t-shirt.

Trying to not put her off, Ozpin said, "Hi, I'm Ozpin. Are you Qrow's sister?"

Sniffing indignantly, she pulled Qrow into the apartment behind her and blocked Ozpin from following him in. "Yeah. What's it to you?"

Before Ozpin could say anything, Qrow grabbed his sister by the shoulder and said to Ozpin, "Sorry, just give us a minute." He pulled his sister into the apartment and slammed the door in Ozpin's face.

Ozpin stood alone in the hallway, slightly flabbergasted. _Uh, what's going on?_ From the other side of door, Ozpin could hear the two siblings arguing. While he couldn't make out any of their arguing, it sounded like a second female voice joined in.

Ozpin winced. _Oh, boy. If it's two on one, Qrow doesn't stand a chance. Oum knows I've never been able to win an argument against both my sisters._

After a few more minutes of incoherent yelling and one very loud smacking noise, the door finally opened. "Hi," said Qrow, a very distinct red hand print coloring the side of his face, "you can come in now."

Stunned, it took Ozpin a minute before he responded. "Um, thanks."

Stepping into the modest apartment, Ozpin introduced himself to the two girls. Pointing to the silver-eyed girl first, Qrow said, "This is my friend, Summer," then turning to the other girl, "and this is my sister, Raven."

Leaning conspiratorially over towards Ozpin, Qrow began to whisper out the side of his mouth, "She's a bit of a bi–"

Eyes widening in shock, Ozpin slapped his hand over Qrow's mouth. "I'm gonna stop you right there. 'Cause if you finish that sentence, your probably going to end up with another slap mark to match the one you already have," said Ozpin, indicating Raven with a nod of his head.

Qrow's eyes followed Ozpin's to see what he was talking about. What he saw terrified him. Raven, a slow tic working in her jaw, had her eyes narrowed on Qrow like she could run him through with a kitchen knife.

Pulling Ozpin's hand off his face, Qrow swallowed nervously. "Heh heh heh, right."

Trying to block out the terrifying mental image of his sister beating his ass, Qrow said, "Sorry, but we only have two beds. If you want, you can sleep on the couch."

"Thank you." Ozpin meant it. His whole body ached, and a couch sounded far more comfortable than the concrete outside.

Qrow led him to the kitchen, which happened to double as the living room. Behind the couch where two rooms. Through the open doors, Ozpin could see that one was a bedroom and the other was a bathroom. Peering further into the bathroom, Ozpin could have sworn that he saw another mattress on the floor next to the toilet.

As he went to lie die, Raven "hmped" and stormed over to the bedroom. "Summer! Come on, girl time talk! No boys aloud!" At that last part she glared at Ozpin and her brother.

Instead of listening to Raven, Summer went to the bathroom. "Just a sec. I need to patch up Qrow first." Turning around, she motioned Qrow over. "Come on, Qrow. We need to clean you up."

Sheepishly, Qrow headed over to the bathroom to join Summer, who had already taken out a roll of gauze. "I'll get this ready, you go ahead and wash the blood off your face." With that, she closed the door so that Qrow could get to the sink in the cramped bathroom.

For a moment, Raven seemed sad, or, dare Ozpin say, disappointed. But the look quickly faded away to another glare that she leveled at Ozpin. "Stay out of my room." Before Ozpin could respond, she slammed the door hard enough to cause the paint to crack. Sighing, Ozpin mumbled, "Yep, definitely a Branwen."

Laying down on the couch, Ozpin closed his eyes and tried to relax, punching one of the tacky sofa pillows into a comfortable shape.

However, it took him a while before he finally fell asleep. He simply couldn't believe how disturbingly similar his childhood was to the current living circumstances of these children. _It's just not right._

Eventually, Ozpin was able to get to sleep, but he didn't find any peace there. Instead, voices from his past and his mistakes came back to haunt him.

XXXXX

" _Ozpin! Cherise! Please, help me! I'm scared!"_

" _Dili, I love you, and . . . I'm sorry. This is Private Skylos, signing off."_

" _You were right, Ozpin. Sometimes, there are things in this world worth dying for, same as there are things worth living for. But how do you choose between the two? . . . If something happens to me, can you promise to look after my wife and son?"_

" _What do we fight for?! Not money, nor fame and glory! We fight for those we love, because if we don't, than who will?!"_

" _Benjamin Branwen, you are hereby accused of treason against the Crown and Court of Mantle. How do you plead?"_

" _I curse you, Ozpin! No matter where you go, you will never find peace, and no one will ever hold faith with you, not even your own putrid family! Never again will you be able to place your trust in others, for fear of them stabbing you in the back! I curse you to a life of fear!"_

" _I love you all. And I am so sorry that I am abandoning you to this life."_

" _The doctors said that I lost the baby."_

" _He looks so much like his father, doesn't he? Gods, I miss him."_

" _Why?! Why the fuck didn't you just listen to me this one goddamn time, you selfish bastard?!"_

" _I miss you so much, Sam."_

" _Pathetic."_

" _You think you could stop me? You are_ nothing _."_

XXXXX

"Mister?"

Ozpin came awake with a violent start. On reflex, he reached toward the sound of the voice, electricity dancing across his fingers.

Just before his hand made contact, Ozpin saw who had woken him up. It was the little silver-eyed girl, Summer. With a horrible shock, he stopped his arm before he actually touched the girl and caused her harm.

Looking from the girl's confused face to his hand and back again, Ozpin quickly whipped his arm behind his back, as if he could hide the fact that he had almost subconsciously killed this girl. _What am I doing? What is wrong with me?!_ Ozpin didn't know why he was so jumpy, but one thing was for certain: he needed to be more careful around others. Luckily, it seemed that the girl hadn't noticed the sparks of green electricity dancing across his hand.

If the last 24 hours had proven anything to him, it was that he was no longer a soldier, and honestly, he was ok with that. Because, as important as his job was, the simply fact is that he didn't want to kill anyone ever again. He never had. And yet he was disturbingly efficient at it.

Trying to shake his head of _that_ disturbing thought, he cleared his throat. "Summer, right? Is there something I can do for you?"

Frowning, she asked the last thing that Ozpin was expecting. Well, second last thing. "Are you ok?"

Blinking, it took Ozpin a full minute to process such an innocuous, mundane question. Honestly, no, he wasn't. As horrible as his past was, his present proved that all his struggles and sacrifices where literally a lesson in futility, because know they held no consequence to the present world and it's state of affairs.

Swallowing back his tears of grief and frustration, Ozpin tried to go for a smile that he was certain looked forced. "I'm fine. Why do ask?"

Her brow creasing even further, Summer said, "Because you where screaming people's names. 'Magnus, Valentina, Cherise, Terra, Diligere, Felix, Fido, Simon, Noa, Samantha, Salem.' You even screamed 'Mom.' It sounded like you where having a nightmare."

It was then that Ozpin realized that they weren't alone. Standing behind Summer where the Branwen siblings, Raven glaring at him and Qrow still trying to rub the sleep out of his eyes.

Cringing, Ozpin said, "I'm sorry that I woke you all up. I'm feeling better now." Looking above their heads, Ozpin looked out the window over the kitchen sink to see that it was still very dark outside. "Why don't you all go back to bed? When it's morning, I'll take us all out to eat for breakfast. My treat, of course."

The kids exchanged looks of concern and uncertainty, but eventually, they all went back to bed.

Ozpin tried to follow their example, but he still slept fretfully, his dreams plagued by the memories of all the mistakes he had made and all the friends and family that he had lost because of them.

 **AN: …Um, so I feel like I have a bit of explaining to do. You see, I came up with the idea for this story by one conversation that Ozpin had with Ruby in cannon: "Ruby, I've made more mistakes than any man, woman, or child on this planet." Suffice it to say, this is not a overall happy story (geez, I feel like I've been saying that a lot lately). That being said, I'm not going to go out of my way to depress the fuck out of you, the reader(s). Also, taking into consideration that this story is heavily based in the past, there are going to be a lot of OCs. Figured I should warn you if that's not your cup of tea/coffee/gin/marmalade (don't ask about that last one).**

 **Anyway, I hope you all enjoy my rendition of Ozpin's past, and good luck on any upcoming final exams (probably not posting anything until afterwards).**

 **P.S. And remember, don't be a hater, but be a CONGRATULATOR! And please leave a review, comment, or positive piece of criticism. Cause honestly, any kind of feedback helps me to understand what I'm doing right and what I'm doing wrong.**


	2. Chapter 2

**I do not own RWBY or make any money from this work of fiction. RWBY is owned by the good people at Roosterteeth and whoever they are partnered with (I think). I'm not listing them all off, because . . . well, I've kinda lost track as to who they're partnered with.**

 **A/N: Midterms are over! I'm alive! . . . Sorta. Does being tired count? Anyway, I know I promised this almost two months ago, and I didn't ante up, so I think I'm just going to stop posting times that I WANT to post things and just take it in stride, cause let's face it: I suck at handing things in on time.**

 **Also, my beta reader made a pretty good point: this chapter is WAY too long to read in one sitting, so I broke it into four separate chapters that I'm just going to post all at the same time. Just to give you a reference, this chapter was initially 42 pages by the time I was done, so each chapter is approximately 10~12 pages long. I'm not going to be writing any more messages until the end of chapter four, because TECHNICALLY that's where chapter 1 was supposed to end. Anyway, hope you all enjoy!**

 **Chapter 1: Games of Chance, Games of Fate**

 **XX 60 Years Ago XX**

"Officers! Officers! Stop that thief"

 _Oh, shit._ Looking over his shoulder, Ozpin sped up as he noticed the two police officers making their way over to him through the crowd of people in the open-air market. Behind them, the angry stall owner he had just "procured" a bag of apples from was pointing angrily at him, egging the officers to chase him down.

Turning back around, Ozpin weaved his way through the crowd, keeping his head low and tucking his apples and bread under his arms. Less than a second later he heard the angry voices of the officers telling the crowd to make way for them. Realizing that he didn't have much time before the police would have eyes on him, Ozpin did his best to blend in with the wall of people moving to the east side of the market.

With the crowd parted in two, the officers split up to search the two groups, stalking through the crowds to find the vendor's thief.

Thinking fast, Ozpin remembered that aside from the north and south exits to the Market, there were also a few alley entrances. Being as innocuous as possible, he slowly backed up to the nearest one only a few meters away, doing his best not to bump into anybody and drawing the attention of the police.

Only a few steps away, and with both officers currently searching through the group of citizens on the south end of the Market, Ozpin was sure that he was free and clear. Sadly, his luck never ran that well, because at that moment the vendor he "procured" his dinner from decided to join the search and immediately noticed Ozpin.

Then again, it really wasn't that hard. Even at 17, Ozpin was already 6'1", and had to hunch over to better blend in with the crowd.

As the vendor yelled at the crowd to "Get the fuck out of my way!", the police heard the commotion and joined the vendor as he pushed his way through the crowd to get to Ozpin.

 _Ok, you know what? To hell with this._ Turning around, Ozpin sprinted out of the crowd and down the alley, his feet pounding a frantic staccato on the stone beneath them.

Looking over his shoulder, he could see that his pursuers where almost free of the crowd. Thinking fast, he saw the exit and a side-branch of the alleyway. _Please let me be remembering this right . . .._

Turning down the side-branch, he had to suppress a cry of relief as his memory proved correct: lining the alley walls was a series of dumpsters and trashcans. As quickly as he could, he climbed into the nearest dumpster that had one of its two flaps open and squeezed himself underneath the closed flap, all the while doing his best to ignore the smell of trash and human refuses. _That's a diaper next my head, isn't it?_

Trying to slow his breathing, Ozpin could hear the sound of footsteps. Because of the echoing of the alley he couldn't tell how many sets there where, but he wouldn't be surprised if the street vendor was also accompanying the officers.

Taking his hand off the bread, he used it to cover his mouth and quiet the sound of his breathing. It didn't take long for the footsteps to be heard pounding down the alley he was hiding in.

"Shit! Where'd he go!?" called one of the cops.

"I don't know! I swear I saw him run down here," said the vendor (Ozpin recognized his voice from when he called the police).

"Alright. I'll go down the other alley. You go down this one. Stay in radio contact." With that, all three sets of footsteps gradually faded away as the three pursuers disappeared.

Still trying to be quiet, Ozpin decided to wait a few minutes. While he knew that they could come back to investigate the dumpsters at any time, they could just as easily be waiting at the entrances of the alleys, just waiting to hear footsteps.

After waiting a few minutes to make sure that it was safe, he extricated himself and the food (thank goodness that all the food was in plastic bags) from the dumpster. Looking around, he saw a maintenance ladder a few dumpsters down from the one he was hiding in.

Making his way towards it, he placed the plastic tassels of the bags into his mouth and proceeded to climb the ladder up to the roof. It was a tall apartment complex, so by the time he reached the top he was out of breath. Taking the bags out of his mouth, he took deep, grateful breaths into his lungs.

While he was catching his breath, he looked out across the city. From up here, he could see the pink forests of the Forever Falls to the north, and the blue waves of the Bay of Bethany to the west, found between Vale and Patch. To the south were the lush, green forest and the settlement of Mountain Glenn. And to the east . . ..

Sighing, Ozpin thought to himself, _Time to head home. Everyone must be hungry._

Making his way across the rooftops, Ozpin took his food and headed east towards the slums on the outskirts of Vale, just outside the city borders.

XXXXX

 _Man, that took forever._ The sun was almost down, casting an orange hue across the sky. It had been a hot day, and the sweat on Ozpin's skin, along with the heat of the sun, only made the stench that clung to his body from the dumpsters even worse.

Climbing down another maintenance ladder, Ozpin made his way to the ghetto in the suburbs. Making sure to avoid some of the more well-known hotspots for criminal activity, Ozpin made his way through the ghetto and to the slums. He'd lived here so long that the ramshackle state of the "houses" didn't even faze him anymore. _At least in the ghetto you can live in an abandoned building. Here in the slums, we're lucky if we have a tarp to keep the rain out._ Most of the slums where made up of recycled or stolen sheet-metal, rotting wood, and tarps and blankets.

Walking through the slums, Ozpin could hear the sounds of people talking, yelling, and (occasionally) fucking. _Man, there is just no privacy in this shithole._ In the distance, he could even hear a baby or two crying out for their mothers to feed them.

Soon enough, he found himself standing outside his door… or more to the point, his tent flap/blanket. His home was made up of nothing more than four pieces of varying sizes of sheet metal, and a large faded-blue plastic tarp for a roof.

Pushing the blanket aside, Ozpin stooped down to enter his home and called out, "Hey! Who's hungry?"

The sound of running footsteps answered him, and a blur of grey and black launched itself at him and snatched the food from his hands. As the blur vanished behind a fold of the overhanging tarp, Ozpin chuckled. "Geez, Valentina. You gonna share any of that? I mean, I _did_ go and get it myself."

Poking her head out from behind the tarp, a pair of warm, chocolate-brown eyes stared back at him. "Sorry, Ozzy. I'm just ssssuuuper hungry." With that, she took a large, gap-toothed bite out of one of Ozpin's apples. "By the way," she said between chewing mouthfuls, "you smell awful."

Rolling his eyes, Ozpin said, "Gee, thanks Val."

"Oh Oum, what is that smell?" called out another female voice further in the tent. Stepping around another dropped flap was Ozpin's younger twin sister, Cherise.

Both of his sisters were remarkably similar in appearance. With pale smooth skin, long black hair, and warm, chocolate-brown eyes, they were like a mirror through time, considering how much they favored their mother Dorothy.

The only difference between the two sisters, besides their age, size, and maturity, were Valentina's missing teeth, her white-faded-to-grey dress, and her hair done up in a pair of ponytails, held together with grey ribbon. As for Cherise, she wore a similarly white-faded-to-grey dress and a yellow scarf wrapped around her neck, with her hair done up in a ponytail that went all the way down to the base of her spine.

As for Ozpin, he favored their father in terms of looks. His hair was brown and naturally a tussled mess like his late father's. He also had his father's silver eyes. Hell, he even had his father's height. His mother used to describe their father as a mountain of a man, who easily reached 7' in boots. In turn, she was rather petite, at 5'3''.

Cherise wasn't much taller than their mother at 5'7'', and their baby sister Valentina, at 7 years old, barely came up to Ozpin's knee. But as Ozpin has learned over the years, despite his sister's diminutive size, she was very fast.

Walking up to Ozpin, Cherise took a deep sniff of him then reared backwards and pinched her nose. "By the gods! Ozzy, you smell like a dumpster! Where the hell have you been all day?"

Embarrassed, Ozpin scratched the back of his head. "Oh, you know. I've been . . . out. Anyway, how's mom?"

That seemed to get Cherise off the topic of Ozpin's stench. It also had the adverse effect of blowing the wind out of her sails. Sighing, Cherise said, "Same as always: completely dead to the world."

Poking her head out from behind the flap where she was ravishing the food, Valentina said, "Thas nawt twue!" Swallowing her mouthful of food, Valentina continued with, "She got up earlier and ate lunch with me. She even ate a full slice of bread!"

Both Ozpin's and Cherise's eyebrows shot skyward. Ever since their father had been reported as KIA four years ago, their mother had been an emotional, inconsolable wreck. Their dad had been a soldier in the Valeian army and the breadwinner of the family; their mother had a physically weak constitution, making even running for short periods of time very difficult, something Cherise has sadly inherited.

Even though she was emotionally unstable, their mother understood that she needed to pick up their father's pension, or they would be evicted from their apartment. To support their mom, the twin's had tagged along with her. That had been a mistake: the official at the pension desk had been incredibly rude, and denied them their father's pension, saying that their father wasn't killed in action, but in a whorehouse. Ozpin knew that couldn't be true; their father, Marvel, had loved Dorothy almost beyond reason. But their mother had taken those words like a physical blow to the heart. Ever since, she'd been all but dead to the world, staying in bed and doing nothing.

Shortly afterward, they'd been forcefully evicted from their apartment for non-payment and had all their stuff sold by the landlord to pay back the living expenses. Despite this, they'd been incredibly lucky; thanks to the influx of refugees from Mistral, the city had been forced to build refugee camps, which eventually deteriorated into the slums that they lived in today.

They'd been lucky to find a place in the slums and scrounge together a meager life. Cherise had been able to work at a launders for a few months, but her body couldn't hold up under the stress of her job, or even the weight of the clothes, and so she had been fired. As for Ozpin, he had taken more . . . drastic measures, stealing food, clothes, supplies, and money whenever he could. He had tried getting a job in restaurants or construction, but no one wanted to hire a young vagrant. One of the best ways he had learned to make money was by cards; watching people play games of poker and other card games, Ozpin had learned how to hustle people. It was especially easy to win a few hands when the poor stooges he was playing where drunk off their collective asses on Friday nights.

Ozpin was so happy to hear that his mother had done _something_ today that he actually smiled. Turning to Cherise, he said, "Maybe she's finally starting to get better?" He didn't even bother trying to hide the hopeful note in his voice. After all the crap they'd been through in the last four years, there family needed some kind of win. Even if that win was just their sickly mother finally waking up from her emotionally induced coma.

The corners of Cherise's lips began moving upwards as she said, "Maybe, yeah."

Wrinkling her nose, she continued, "But Ozzy, seriously, you need to bathe yourself or we'll all suffocate."

His cheeks mottled with red, Ozpin said, "Uh, yeah. I'm gonna head down to the stream and wash up, then I'm going to head to the Rocker. Ok?"

Her brow creasing in concern, Cherise said, "That's fine. But Ozzy, you should eat something before you head to that bar."

Smiling sheepishly, Ozpin headed for the tent flap to leave. Calling over his shoulder, he said, "I already ate this morning. It wasn't much, but it should tie me over for a few more hours." He was telling the truth . . . sort of. Earlier in the day he stole a head of raw cabbage and ate it. His stomach had been growling on and off for hours since he'd eaten it.

As if she could tell her big brother was lying, Valentina rushed back around the drooping tarp and grabbed Ozpin's hand as he was about to leave the tent. Before he could ask her what she was doing, Valentina placed an apple in his hand. Looking up at him with wide, innocent eyes, Valentina said, "I heard your tummy rumbling. You shouldn't lie, Ozzy. Also," she leaned in conspiratorially close to her brother, "what about the ghouls? Cherise told me they eat boys and girls that lie. She said that they say we taste like chicken." That last part she said with mock fear in her voice.

Smirking, Ozpin looked to Cherise over Valentina's head, who in turn gave him a sheepish grin. Smiling wide, he said, "You're right. I shouldn't lie. Thank you very much, Val." Stooping down, he gave her a quick kiss on her forehead.

As he stood back up, Valentina wrinkled her nose and said, "Big sissy is always right, and she's right right now: Ozzy, you need to bathe more often. Like me!" With that said, she put both arms akimbo on her hips and preened like a peacock.

Laughing, Ozpin said, "Alright, alright, I'm going so I don't stink up the place. See you two later tonight." And with that he left.

Walking over to Valentina, Cherise bent down and pulled her into a hug. "Thank you so much for looking after your big brother. You're such a perfect little angel." Cherise meant every word she said. Ever since they were little, Ozpin had always viewed it as his job to protect Cherise, and when Valentina had been born, that responsibility had extended to her as well. But when their father had died and their mother had fallen into emotional disrepair, Ozpin had taken his responsibilities of looking after them to a level of sheer absurdity, often neglecting his own physical and emotional needs. For that, Cherise would always be grateful to him for being a crutch that they could all lean on, but she hated how stubborn he could be when she offered to help him. The only person who could ever seem to get through that thick skull of his to remind him that he needs to take care of himself as well is Valentina. She would always love her siblings for being there for each other.

Outside the tent, Ozpin looked down at the green apple in his hand and smiled. Leave it to Valentina to remember that he liked the sour apples. _Speaking of Val . . .._ With a finger, he pulled the collar of his shirt up to his nose to sniff himself. Jerking his head backwards, he gagged in revulsion. _Oh gods, I smell like shit. Yeah, ok, time to wash._

He quickly made his way south through the slums to Lux Lake. While small, Lux Lake fed a river that, further east, merged with other rivers to make a large tributary. He made his way to the river (it was illegal to swim in the lake, for fear of aggravating it's ecosystem). Placing his apple in his mouth, he jumped into the slow moving river fully clothed. He only had the one pair of clothes, so he needed to get rid of the stench from both his body and clothing.

After washing himself and his clothes, he put them on a nearby rock to let them dry, then went back to the river. Laying in the shoals, he let the river water cover his modesty as he ate his apple. By the time the sun had set and the moon was high in the sky, both Ozpin and his clothes where dry.

Nibbling on his apple core, he made his way toward downtown Vale through the ghetto, hoping to get to the bar known to most as "The Rocker." Its actual name was Ail de Virée, a pub that has been around for as long as anyone alive can remember. The locals had given it its new moniker due to all the bands that played as live entertainment, keeping other businesses down the street "entertained" with the music that screeched out the doors and windows.

As Ozpin finally found himself in front of the ale house, he _still_ couldn't help but be impressed by the size of it all. A block wide, the Rocker is three stories high and made of red bricks and mortar. A large sign over the main entrance read "Welcome to Ail de Virée." In smaller words next to the welcoming, it read "A.K.A., The Rocker. Bitches." Ozpin laughed as he saw the little message under the welcome. The owners of the bar changed the message under the welcome sign every week. Along with the new message came a betting pool with the regulars to see whether the new message would have any cusses in it.

Smiling, Ozpin crossed the street and pointing up to the sign, he said to the bouncer, "Looks like I made 100 lien. Go me." The bouncer fist bumped him and let him in, no questions asked. _You know it's a problem when they recognize me to the point that they don't even ask me my name at the door._

Stepping through the open double doors, Ozpin braced himself for the sound of loud, angry rock music as he stepped onto the wood floor covered in wood shavings and sticky spots from spilt alcohol. Between the rock band (he didn't have a damn clue as to who they were) and the talking and screaming of the crowds packed around the numerous tables and around the bar, he was amazed that he never walked out of here deaf.

Heading to the bar, he signaled the bar tender, pointed at himself, and screamed, "HEY! OZPIN! OZPIN! I BET ON THE MESSAGE! CHECK THE LIST!"

Looking down at a roster nailed onto the back wall of the bar, the bartender looked back at Ozpin and waved him forward. Once Ozpin had kneed and elbowed his way to the busy bar, the bartender reached out and gave him ten 10 lien credits. Beaming, Ozpin took them and shook the bartender's hand before squeezing his way back out of the throng of people.

Looking around, he could see the band playing on a stage on the wall opposite the bar. _Wonder if I can find Stephen._ With that thought newly formed, he felt someone poke him viciously in the back of his right shoulder. Spinning to the left, Ozpin grabbed the wrist of a tall, dark-skinned man with greasy green hair. Smiling, Ozpin said, "Speak of the devil, if it ain't Stevey Sustrai."

Grinning back at him, Stephen was easily taller than Ozpin by a few inches. With slanted eyes and sharp cheekbones, along with a sharp nose, Stephen was handsome in an exotic way. Something that he used to his advantage in the slums and bars of the city.

Bringing Ozpin into a one-armed bro-hug, Stephen clapped him on the back and said, "And if it ain't the Magician himself, Ozpin Ozma. Heard about your latest run-in with the fuzz. Seriously, how do you get away from them? The only reason I got away last time was because it was a lady cop." He gave Ozpin a lecherous smile and a wink.

Ozpin rolled his eyes. Stephen easily fit the description of a manwhore. Worse part was that he got away with it so easily. _No, the worse part was when I had to break the news to his pregnant ex-girlfriend. My balls still hurt from when she almost ripped them off._ Honestly, Ozpin wouldn't be surprised if Stephen had bastards aplenty. As for Ozpin, the simple fact was that he wasn't interested. While he could most certainly admire the female form, he had no way in which he could procure contraceptive, and he refused to bring an innocent life into this cruel world when he had no way in which he could provide for it. And that was saying a lot, given that he already had three mouths to feed, not including his own.

"Just make sure I don't have to break the news that you're no longer interested. There's no way in hell that I'm ever going to be your breakup crew ever again. I repeat: Never. Again." Ozpin made sure that his tone was very empathetic.

Stephen rolled his eyes and blew him a raspberry. "Geez, for someone who makes a habit of evading the cops, you sure are a baby when it comes to talking to women. Wimp."

Ozpin gave him a droll stare for that comment. "Talking to women isn't the issue. Talking to _your_ woman is. I bet you've never had one come after your family jewels with a butter knife."

Leaning in close, Stephen patted Ozpin on the back. "That's what I got you for. And speaking of jewels, on the game floor," Stephen pointed to the upstairs floor, "are a group of, get this, drunk-of-their-asses soldiers. You heard me. Between the two of us, we'll be cleaning house."

 _Now there's an idea that I can sink my teeth into._ Ozpin couldn't keep the grin off his face. "Guess it's a good thing I've been practicing my card tricks," said Ozpin, sliding a deck of cards out of his dirty sleeve.

XXXXX

"That them?"

"Oooh yeah, that's them." Leaning in close, Stephen said, "They've been here since the doors opened. I have no idea how it is that these guys are still on their feet. They've been drinking since they walked in. I mean, just look at all those cups! Seriously, how are these guys not on the ground?" Looking at all the mugs strewn on the table, and the small piles forming under it, Ozpin couldn't help but agree. _These soldiers must have livers of steel._

Sitting around the gaming table that Stephen was pointing at was a group of soldiers in various undress of their military uniform. One of them was even wearing an old-style Mistralian top hat. _I want that. I_ so _want that._ The thought went through Ozpin's head before he could really think it through.

One of the soldiers, a man with gray hair, slurred, "Yeah~, when we're done, I'm, I'mma move my kid an' wife to G-g-glen. Mountain. Heard that they need people to live . . .." The man couldn't even finish his sentence. His face was flushed red from drink, and he was hanging half out of his seat, using his stomach as a coaster for his mug of beer.

Smacking his hand onto the table, another man with triangle-like wolf ears poking out from under his lightly-curled brown hair laughed raucously as he continued to smack his hand on the table. "Why wouldj'a wanna goch's out there? There'sh nothin' out there." His over-the-top behavior nocked cards, chips, and money around the table.

The gray-haired man leaned forward, knocking his mug and its contents all over himself, and said, "Caushe, cause Mantle ain't going tho last another fucking week! And after, after all this bullshit, I wanna quite life, you kno-"

"Will you two quit blatherin' on and put your fucking cards down?! I want muh money!" interrupted the only woman at the table. She seemed young, far younger than the rest of her associates. She had brown hair cut in a low bob around her shoulders, bright green eyes, and her cheeks where flushed from drink like everyone else at the table.

A chorus of cheers rang up from the rest of the occupants of the table. Well, except for the man wearing the top hat. He just sat there, calmly sipping his drink.

As the group finished that round of cards, a chorus of angry outbursts and groans rang out. The only one to exclaim in glee was a young man with blonde hair and striking blue eyes. "Ah yeah, gimme the money!"

Insults and threats flew around the table as the young man claimed his winnings, but no one actually got up to make good on their threat. Ozpin breathed a sigh of relief at that. _At least I don't have to worry about them getting violent with me if I win. I really don't like my chances against a trained soldier, let-a-alone an entire table of them._

Having wasted enough time, Ozpin nods to Stephen before approaching the table. "Excuse me," he asks politely, "but what game of cards you all be playing?" A few of more sober members of the table groaned at his poor attempt at sophistication. "Faaaaail," slurred the gray-haired drunk.

Without even looking up from his winnings, the blonde man answered, "Poker. What of it?"

Smiling, Ozpin asks, "Would you guys mind if I join you? It's been a while since I've had a chance to play."

At that, everyone, including the blonde man (that Ozpin realized was probably no more than a year or two older than him) looked at Ozpin through their various versions of beer-goggles to scrutinize every detail about him. Of course, there was one detail that was painfully obvious, and it was the green-eyed woman (that Ozpin could have sworn was the same age as himself) who oh-so-kindly decided to point it out. "Sorry, stranger, but we're playing for keeps. If you don't have any money, than there's really no point in you playing with us."

Giving her a genteel smile, Ozpin took the stack of credits out of his pocket to show the table. "This good enough for an entry fee?" Everyone around the table stared at him and, more appropriately, the money in his hand.

Slowly lowering his cup from his lips, the man in the top hat asked, "Now, just where did you get all that?"

Ozpin shrugged nonchalantly before he replied. "I won it from a bet with the barkeep. I can promise you it's not stolen." Silence settled across the table as some of the more sober members of this drinking party looked at each other uneasily. As for the man in the top hat, he just continued to stare at Ozpin from underneath his hat. Shrugging, Ozpin said, "Ask Morty downstairs; he's the barkeep, and he can back up everything I said. So, can I play?"

After another moment of silence, the soldiers all looked to the man in the hat. He copied Ozpin's shrug, and said, "Sure kid, you can play. Just don't get mad when you lose your money."

Ozpin smiled at their acquiescence as he quickly pulled up a chair from one of the nearby tables. He sat himself between the blonde boy and a heavyset man who smelled strongly of hard liquor and sweat. Wrinkling his nose, Ozpin did his best to ignore the smell. _And here I thought I needed to bathe more often. Oum, that is just rank._

The drunken man with gray hair dealt the new hand. As he finished dealing, Ozpin picked up his cards, but didn't bother looking at them just yet. Instead, he used them to shield his eyes as he looked for Stephen. After a moment, he found him standing a few feet behind an older man at the table with white hair. Stephen was standing just far enough away that no one at the table took any notice.

As Ozpin made eye contact with Stephen, Stephen used three of his fingers to scratch a place just above his heart, and then, making his finger into a V, he scratched under his left eye. _Three of Hearts, and Jack of Clubs._ Taking a quick peek at his own hand, he had the Ace of Spades and a Five of Hearts. Checking the flop that's been dealt so far, he saw that there was a Queen of Diamonds, her consort the King of Diamonds, and a Five of Clubs.

Ozpin made sure to keep tabs on Stephen and the signals he was sending him. So far, he only had two other people to contend with, but that could all change when the dealer placed the next two cards down to join the flop. Playing it safe, Ozpin stayed in with the minimum bet.

By the time the flop was completed into the river, half the table had folded. As it was, most of them where broke by this point. _They must have been playing for as long as they've been drinking_ , thought Ozpin. _And speaking of drinks . . .,_ thought Ozpin as the third waitress he'd seen since sitting down came by to pass out _another_ round of drinks. _How have these people not died of liver failure yet?!_ thought Ozpin incredulously as he watched the fat man next to him chug down his beer in one loud, disgusting gulp.

"Need anything?" the waitress asked Ozpin.

Smiling politely, Ozpin was about to decline, but the man in the top hat interjected before he could get a word out. "Get him some coffee. The kids about to fall asleep. Oh, and put it on my tab."

Ozpin was shocked. While it wasn't alcoholic, no one had ever been thoughtful enough to buy him a drink. _Especially considering that I'm trying to scam him and his friends_ , he thought. He was curious as to how the man in the hat even knew he was tired. _Thought I was hiding it rather well._

Thanking the man in the hat, Ozpin took a grateful sip of the brown liquid as soon as the waitress came back with his order. He sighed contentedly as he swallowed the warm liquid. It had been a long time since he last had coffee. In fact, the last time he had coffee was with his dad, one of the few times that he had been given free leave. That had been six years ago. _I forgot how good a good cup of coffee tastes._

Looking back down at the river and run, Ozpin looked at the two other cards. Along with the three original cards that made up the flop, there was also an Ace of Hearts and a Two of Diamonds. A flush or straight were completely out of the question. His only legitimate option was to go in with a two pair of fives and aces or pack it in now. Taking a quick sideways glance at the blonde boy next to him, Ozpin grimaced. _But if_ someone _also has an ace, they could beat me in a tie if they have queen_ _. . .._

With a bit of sleight of hand, Ozpin switched the Five of Hearts in his hand with the King of Hearts that accompanied the deck in his sleeve. Thanks to the signs that Stephen had been throwing at Ozpin, Ozpin knew that none of the other players had the King of Hearts, so he didn't have to worry about being caught cheating.

As the last bets where made, Ozpin continued to play it safe. He didn't want to rouse suspicion that he might be cheating by making a large bet on his first round.

With the final bets made, the dealer called for everyone to show their hands. As they went around the table revealing their cards, Ozpin was relieved to see that Stephen's intel was correct. There had been a few times in the past where Ozpin had misinterpreted their code, or where Stephen had not seen the card properly, and it had cost them.

A few of the hands had a pair, but only the blonde boy next to Ozpin had two pairs. Beaming, the boy waited for Ozpin to throw down his cards, his hand already hovering over the pot. Sighing theatrically, Ozpin put his cards on the table for everyone to see.

Taking his sigh as a declaration of defeat, the blonde boy moved to scoop up the pot without even looking at Ozpin's cards. "Sorry bud, better luck next time."

"Um, Noa?" called out the girl with the green eyes.

Looking up, Noa said, "What is it Dili?"

Smiling teasingly at him, Dili pointed to the pot he was trying to scoop up and said, "That's not yours. The new kid won."

His eyes widening in shock, Noa turned around to see Ozpin smiling like the rat that got the cheese as he pointed to his superior cards. "Oh shit," mumbled Noa. Grinding his teeth in frustration, he pushed the winnings towards Ozpin. Still smiling, Ozpin "graciously" accepted the pot.

As he moved the chips and money around, Ozpin used the distraction to once again switch the King of Hearts and the Five of Hearts, making sure that his cards where facedown beforehand. Along with everyone else he tossed his cards into the center of the table for the gray-haired man to pick them up, making sure that his where facedown so that no one saw the discrepancy and called him out for cheating.

As the night wore on, Ozpin continued to act as if he were a child playing a game, making sure to lose some rounds so as to avoid suspicion. Slowly but surely, Ozpin began to rake in the soldiers' earnings. A few years back, he might have felt guilt over his actions, but after living in the slums for so long, all Ozpin could think about most days was how he was going to make up the money for his mother's and sister's medicine. It was a source of constant panic and anxiety for him, especially given how Cherise's frail body had almost given out on her when she worked at the launders. He'd already lost his father, and that loss had cut him soul-deep. He refused to go through that kind of experience again. _Especially considering that I can prevent it this time. And all I have to do is play dirty._

As the hour neared 4AM, the bartender yelled, "Last call! We close in 10 minutes!"

Looking down at his winnings, Ozpin was more than pleased with the night's earnings. _There must be over two grand here_ , thought Ozpin with glee. Even if he had to split the winnings 50/50 with Stephen, Ozpin would have more than enough to pay for his mother and Cherise's medicine for the next month.

Looking up around the table, Ozpin couldn't stop his greed from zoning in on the few people at the table who still had some money. "Anyone want to play one more round?" asked Ozpin innocently. He was met with a strong round of disinterest and angry "No!"s.

Sighing, Ozpin began to place his winnings in his pockets. Then a voice rang out. "Sure, I'll play one more round." Turning around, Ozpin looked to see who had said that. To his surprise, it was the man in the top hat, his hand raised to get Ozpin's attention.

Smiling, Ozpin put his winnings back on the table. "Alright. Just you and me?" asked Ozpin.

Indicating the rest of the table with his mug, the man in the hat smiled and said, "Yeah. I think everyone else is fed up with you and your friend's little tricks. What say we keep this nice and clean?"

The other soldiers at the table looked to the man in the hat in confusion, but Ozpin's eyes widened, and for a moment the blood drained from his face. _Shit!_ he thought. _Does he also know about my sleight of hand? Oh, please no._ Laughing nervously, Ozpin casually rolled his neck from side to side; his signal to Stephen that they've been caught and that he needs to back off. Luckily, it didn't seem like anyone else at the table understood the hidden message in the man in the hat's words or in Ozpin's actions. Either they were too drunk or too stupid to realize what they meant. _Or they just don't care._

The man in the top hat smiled as if he knew that Stephen had backed away from the table. "Good. Now, let's make this interesting. Felix," he called over to the gray-haired drunk, "deal me and the kid in."

Once the hands had been dealt, the man in the top hat leaned over the table and slammed his hand on Ozpin's card. Ozpin's eyes went wide at this action. Lifting his hat with his other hand, the man in the hat gave Ozpin a good, hard look. This gave Ozpin a chance to finally take in this man's features. Forest-green eyes, strong cheekbones and nose, and curly, unruly black hair.

Whatever the other man saw in Ozpin made him smile. "Ok, kid. So here's how things are going to work: Felix here," he nodded his head over to Felix, "is only going to deal the first three cards. As for you and me, we're going all in, blind. If you think you might lose, than I suggest you back out now. This is the only chance you get."

Trying to match his confidence, Ozpin plastered what he hoped was a cocky smile on his face. "You're on. But I'm not sure you can match me. I have about two grand here," said Ozpin, indicating his pile of loot with his head.

Smiling in turn, the other man reached into his pockets and took out his wallet. Before Ozpin could say anything, the other man flipped his wallet upside-down. Out fell a couple dozen 100 lien credits. Ozpin's eyes widened in shock and, he'd be embarrassed to admit, greed. "I think I got it covered," said Top Hat.

Ozpin's brain nearly short-circuited at the thought of getting his hands on that much money. _We wouldn't have to worry about mom and Cherise's medicine for months! We could buy some good, warm food. Maybe I could buy us some clothes, clean myself up, and try to get a proper job! Maybe, with time, I could move us back into the city . . .._ On-and-on went Ozpin's thoughts, thinking about how he could use that money to better his families situation. If he could pull this off, this would easily be the biggest haul he had ever made in a scam.

"So," said Top Hat, bringing Ozpin's mind back to the here-and-know, "you in?"

Before Ozpin could stop himself, he said, "Hell yeah! Bring it on!"

"Good," said Top Hat. He began to pull away, but stopped himself. "Oh, and one more thing," said Top Hat, giving Ozpin a gimlet stare. "Do _not_ disappoint me." With that, he proceeded to sit himself back down in his chair.

As he finally got out of Ozpin's face, Ozpin realized something strange. _He didn't smell like alcohol._ _He smelled like something… bitter?_ Ozpin's sight zeroed in on Top Hat's cup, currently resting on the table. To his surprise, it was filled with dark-brown, frothing liquid. _Coffee?! You mean he's not drunk?!_

Ozpin's head snapped upwards to meet Top Hat's knowing gaze. He gave Ozpin a shit-eating grin and took a long sip of coffee.

In that moment, Ozpin didn't care that he had been tricked, or that Top Hat probably knew that he had been switching out his own cards. _I can't lose this. I_ need _that money!_

Desperate, Ozpin picked up his cards and gave them a look. He had the Four of Spades and the Jack of Spades. Looking at the flop that Felix had just whipped down, Ozpin's heart nearly stopped in his chest. On the table was a Five of Spades, Six of Spades, and a Seven of Spades. _I have a flush! I have a fucking flush!_ Ozpin wanted to cry out in joy. But then the pessimistic part of his brain had to kick in: _But what if he also has a flush? What if he has a higher card, like the queen or king?_

Looking up, Ozpin wanted to wipe that calm, arrogant smile off of Top Hat's face. _Fuck it. I'm not going to lose this money._ Doing his best to keep his poker face in place, Ozpin did a quick sleight of hand, switching the Jack of Spades with the Eight of Spades. _Good. Now I have a straight flush. There's no way he has a royal!_

In a bored tone, Felix said, "Will you two fhuckers shtop staring at each other and just put your fhacking cards down?! I gotta piss!"

Looking back up, Ozpin threw his cards down with a flourish and said, "Straight flush. Beat that."

Smiling, Top Hat calmly placed both his cards on the table. Ozpin blinked in confusion. _A ten and an ace? They're not even the right suite. Why is he so –_

As he looked up from the cards, Ozpin saw a very angry frown on Top Hat's face. But no one else around the table noticed. Instead, they all groaned and laughed at their leaders expense. At that moment, the bartender came upstairs and said, "Guys, last call! Either order a drink or get the fuck outta my bar!"

Looking up at the bartender, Top Hat smiled and said, "Calm down Marry, we were just leaving." Pushing the money towards Ozpin, Top Hat got up and signaled everyone else to leave with him.

Growling low in his throat, the bartender said, "It's Morty. Asshole."

"Whatever!" called the faunus. "We're all too drunk to give a fuck!"

The last to head down the stairs was Top Hat. Grabbing a cane with a strange cog and lever attached to the top, he made his way towards the stairs, but stopped next to Ozpin. Placing his free hand on his shoulder, he dropped four cards in front of Ozpin. Looking up at him, Ozpin was caught off-guard by the angry frown on his face. "I am _very_ disappointed." And with that, he hobbled away, leaving Ozpin the only one at the table.

Gathering his earnings, Ozpin took a quick peek at the cards. What he saw shocked him. Two of the cards where the ones that Top Hat had laid down on the table earlier when he lost. The other two was the Nine and _Eight_ of Spades. _If he had these originally, then . . .. He knew. He knew the entire damn time. Why didn't he call me out on it?_ That's when he realized what had happened: Top Hat had also used sleight of hand to change his own cards. But instead of using them to win . . . _He was throwing me the round._

With that gut-punching realization, Ozpin couldn't stop the guilt and remorse from creeping in. But that begged the question . . . _Why the charade? Why psych me out? It doesn't make any sense._

Shaking, Ozpin hastily finished collecting his money and went downstairs. Before he went outside, he felt someone grab his arm and pull him toward a table. Realizing it was Stephen, Ozpin didn't bother fighting his grip.

Once they reached a table, Stephen sat Ozpin down and said, "Holy shit, I thought he was going to kill you."

Swallowing hard, Ozpin realized that when Top Hat had grabbed his shoulder he had expected the same thing. He was so scared that his hands were shaking. "Yeah, well, guess he had a change of heart. I'm still breathing right? Cause if this is what heaven looks like, I have some major complaints."

Suppressing a laugh at Ozpin's misplaced humor, Stephen said, "Heaven? Seriously? Hate to break it to you dude, but you and I are both going to hell in a hand basket. Anyway, you got my cut?"

Still trembling, Ozpin said, "Uh, yeah. Here you go." Taking out about half the credits he earned that night, he handed them over to Stephen without even thinking about it.

Stephen's eyes lit up when he saw the small pile of credits. "Damn, dude! Talk about a score." Quickly pocketing the money, Stephen said, "Man, I hope I never go up against you in a game of cards."

Ozpin smiled. He had practiced sleight of hand so often that it was almost impossible to see, even with the person standing a few feet in front of him. _But the man in the top hat saw it . . .._ Shaking that thought out of his head, Ozpin said, "Thanks for being my point-man tonight. Anyway, I have to get going. Hopefully the local clinic is still open."

This caught Stephen's attention. Smiling lecherously, Stephen said, "Getting those meds for your sister? You know, I can always give her a shot –"

Before he could finish his sentence, Ozpin grabbed Stephen's face and squished his cheeks, making it hard to move his jaw. Leaning in close, Ozpin was smiling at Stephen in a sweet, caring manner – something that sent Stephen's self-preservation bells ringing loud and clear in his head. _Please don't say it, please don't say it,_ thought Stephen.

Still smiling, Ozpin said, "Stephen, buddy, pal, old friend; how many times do I have to tell you? If you go anywhere near my sisters _I will fuck you like a pig._ Do I make myself clear?"

 _He had to fucking say it,_ thought Stephen.

Stephen raised his hands and gave Ozpin a double-thumps up to a tirade that he had heard many times before. For some reason, he just couldn't stop teasing Ozpin about it. "Ok, ok. I was joking, you know I was joking. Will you stop squishing my face? And stop threatening to fuck me. You know I don't swing that way."

Letting go of his face, Ozpin chose to ignore Stephen's last comment. Getting up, Ozpin headed for the door. "See you tomorrow, Steph," called Ozpin over his shoulder.

Exiting the bar, Ozpin headed up the street. The clinic near the hospital normally had a 24/7 pharmacy. _I don't even want to think about how many people are dumb enough to try to steal from there._

 **P.S. Remember, don't be a hater, but be a CONGRATULATOR! And please leave a review, comment, or positive piece of criticism. Cause honestly, any kind of feedback helps me to understand what I'm doing right and what I'm doing wrong.**


	3. Chapter 3

**I do not own RWBY or make any money from this work of fiction. RWBY is owned by the good people at Roosterteeth.**

 **Chapter 2: To Hell in a Fiery Handbasket**

After a few minutes of walking, Ozpin turned a corner to see the Vale General Hospital. About a block away was the 24/7 clinic.

Walking through the door, Ozpin heard the jingle of a bell that almost succeeded in masking a loud clicking noise – the sound of the shotgun under the main counter being cocked. "Don't shoot! I'm a paying customer!" called out Ozpin in a panic, half-hiding behind the door, most of his body still outside the clinic.

"Oh, it's you," said an old, wizened voice behind the counter. "Get in here, you ragamuffin. You're letting the heat in." Cautiously walking around the door, Ozpin took in the small front-office space of the clinic, and what had to be the oldest, most disgruntled crone he had ever seen sitting behind the counter. She had thin, wispy white hair, the largest pair of "wizard glasses" he had ever seen, and wrinkles for days. Add to that that she wore a white medical jacket, barely stood five feet tall, and she reminded Ozpin of those witch's from the fairy tales his parents used to tell him and his sisters before tucking them into bed. All she was missing was her magic broomstick and pointed hat. _You could probably replace the wand with that shotgun she keeps under the desk. Probably just as lethal,_ thought Ozpin, more than a little irritated that she had almost shot him. Again. For the fifth time this month. Considering how often he came in, one would think that she would recognize him on sight.

Sighing, Ozpin walked up to the counter. "Hi, Mrs. Goodwitch. Rough night?"

She snorted, then grumbled, "Bunch of punks should learn some respect for the elderly. I showed 'em!" She nodded to a spot on the wall behind Ozpin. Turning around, he looked at the wall. It was covered in so many buckshot holes that Ozpin couldn't even tell which ones where new or which where old.

Turning back to the nurse, Ozpin said, "I _really_ think you need to have a construction crew come in and rebuild, cause I'm pretty sure that walls going to fall down any day now."

She snorted at that. "Brat, please. That walls been like that for almost a decade now."

Ozpin's eyes widened in surprise and concern. "That's even more reason to repair or rebuild!" said Ozpin, his voice hitching near the end. Cringing at his own squeaky voice, Ozpin thought, _Wow. Way to lose some testosterone points. Kinda want those back._

Rolling her eyes, the old hag said, "Whatever, you brat. Anyway, I assume you're here for your sister's medicine?"

"Yeah," said Ozpin, raising his pointer and middle finger in a V-shape. "Double the dose."

That surprised the old crone. "You sure you have that kind of money? Not exactly like you have any medical insurance."

Taking out a 1000 lien worth of credits, Ozpin placed them on the counter. "Yes, please."

Ozpin didn't miss the greed in nurse Goodwitch's eyes as she scooped up the credits and put them in the till. "Two bottles of Mavro, coming right up!" With that, she jumped off her seat and scuttled over to the back, behind counters and shelves of paperwork and medicine.

Ozpin waited patiently while Mrs. Goodwitch grabbed his medicine. Looking around the clinic, he couldn't believe it had been in business for so long, given its condition. Especially _given it's condition._

Hearing her huffing and puffing, Ozpin turned back to the counter to see Mrs. Goodwitch, sweaty and out of breath, jump back into her chair and place two white bottles of medication on the counter.

"I swear," she grumbled, "this kingdom has gone to hell ever since the start of this damn war. Gangs, prostitutes, stupid punks thinking they can stroll in here and accost an old lady," she gestured angrily at the bullet-ridden wall. "Hell, even you and your inability to get insurance. This kingdom is fucked."

Ozpin was surprised at her angry tirade. "Can't say I've ever heard you talk about something political. And no offense, not sure I would call you old, especially given how well you can aim that shotgun of yours," he said, pointing to where he knew the shotgun was hidden under her desk. Smiling at her, he continued on. "But thanks for caring. I wish more people did."

With that, Ozpin pocketed his medicine and turned around to make the long trek back home.

XXXXX

Medicine in hand, Ozpin sighed in relief as he pushed the tent flap aside. If his dad had taught him correctly, the position of the moon and the stars told Ozpin that it was almost 5AM, and he was thoroughly exhausted.

Barely able to keep his eyes open, he staggered around in the dark, trying to find his "bed," an old blanket and a stack of cardboard that he used as a pillow.

As he padded around on the floor to find it, a voice called out from the dark. "Ozpin? That you?"

Before he could brace himself, a bright light caught him right in the eyes. When his eyes finally adjusted, he could see Cherise standing in front of him holding their dad's old flashlight. "Hi, sis. Could you not point that in my face? It's hurting my eyes."

"Oh, sorry Ozzy." Pointing the flashlight down, Ozpin could see his blanket on the ground.

But before Ozpin could crawl under the sheets, Cherise knelt down next to him and asked him, "Ozpin, where have you been? You've been gone for hours."

Ozpin cringed. Normally he tried to be home a lot earlier than this, but the card game had dragged on a lot longer than normal and he had wanted to get Cherise and his mother's medicine. He knew they were running low, and walking around in the daylight with people to witness all the money he had accrued this night was a surefire way of getting mugged down the road. Better to go late while no one but the nurse was there.

Reaching into his pocket, he took out the bottles of Mavro and handed them over to Cherise. Shocked, she stared at them before looking back up at her brother, and said, "Ozpin, how do you keep paying for these? This medicine is so expensive."

Faking a smile, Ozpin said, "Don't worry about it."

A pensive look came over Cherise's face. "You . . . Ozzy, you haven't been . . . selling yourself, have you?"

Ozpin nearly choked on her question. It was a valid one. What with the lack of a job market, the streets where filled with gigolos and prostitutes at night. Still, he worked and stole to make sure that _that_ did not become the future of his family. Cherise would not survive that kind of lifestyle, and Valentina . . . just the thought of her having to prostitute herself, be that now or in the future, made Ozpin want to throw up his coffee.

Tired, Ozpin said, "No, Cherise, I'm not a prostitute."

Thinking that he was lying to her, Cherise's voice and features where a mix of anger and concern as she said, "Than how could you possibly get the money to pay for the medicine, month after month? And the food. How do you get all that?"

Sighing, Ozpin admitted something that he had really been hoping to keep hidden from his sisters. "I steal, Cherise. I steal and con people out of their money and goods. No matter where I try to go, I can't get a job. So I steal."

Now Cherise was _definitely_ mad. If there was one thing Ozpin knew about his sister was that she was as moral as a nun. She couldn't stand wrongdoing of any kind. The only exception seemed to be fables; stories that she used to teach Valentina life lessons so that she could grow up to be a proper member of society.

"Ozpin–" she began heatedly.

"Cherise," Ozpin interrupted, "I'm exhausted, it's late, and what I do is the lesser of many evils that I _could_ do to stop our family from sinking any lower. Just let me have this, and let me get some sleep. You can lecture me tomorrow when you and I both have the energy for it."

After a few moments of angry silence, Cherise said, "Fine. I'll let you get some rest. But this discussion is not finished!" With that, she turned off the flashlight and went to her own bed, a musty old mattress and a pillow and blanket that she shared with Valentina.

Sighing with exhaustion and resignation, Ozpin crawled under his blanket and pulled his cardboard over to himself to lay his head down.

Without Cherise there to confront him about it, Ozpin couldn't hide his shame. He wished he didn't have to steal. He wished he didn't have to take the livelihoods of others or con them out of their money, but he honestly didn't know what else to do. Life has offered him few other options, and those options are far worse than his current actions. He was damned if he did, and damned if he didn't. _At least this way, I'm the only one who damns themselves._ At least, that was the lie he told himself. But he knew better: they were all screwed, and there's no way for him to get his family out of this hellhole they call a home without the rest of his family damning themselves alongside him. And as misdirected as his moral compass had been as of late, he knew his heart wouldn't be able to survive that level of travesty.

XXXXX

Ozpin awoke to the sounds of children playing. Groaning, he rolled onto his back, and brought his arm up to shield his eyes. The sunlight tried to pierce the tarp above him, turning it a lighter shade of blue and slightly see-through.

"Good, you're up."

 _Ah, crap,_ thought Ozpin. There was no missing the ire in that voice. It was so cold that one could probably use it to freeze soda in this summer heat.

Sitting up, Ozpin suppressed a yawn as he made eye contact with Cherise. "Morning, sis. Good to see you too."

They stared at each other for a few moments of awkward silence. Finally, Cherise said, "How much money do you have?"

Ozpin blinked in surprise. "What?"

Glaring at him, Cherise said, "You heard me. How much money do you have?"

"Um," muttered Ozpin, checking his pockets. He hadn't bothered taking his clothes off . . . not that he had any other clothes to put on. "I have about a thousand lien in credits."

"Ooooook," said Cherise. "You stole that food yesterday, didn't you?"

Swallowing hard with shame, Ozpin said, "Yes."

Nodding her head, Cherise said, "Then go and repay them."

Blinking, Ozpin said in an oh-so deadpan tone, "What?"

An extremely angry glower morphing her pretty features into an ugly mask, Cherise repeated, "Repay them. You are going to go back to wherever you stole this food, and you are going to pay them back and apologize."

Staring at her in horror, Ozpin said, "Cherise, if I go back I'm going to get arrested."

Letting out an exasperated breath, Cherise growled, "Than buy a pencil and paper in town, write an apology, and place it and the money in a place that the storeowner or stall-owner will find it!" Taking a moment to calm down, Cherise asked, "You do still remember how to write, right?"

Ozpin's cheeks mottled a horrible shade of red as he felt more embarrassment bombard him. The last time he tried to write a message, it had barely been legible. While he remembered his alphabet, his handwriting had always been awful, and he wouldn't be surprised if he forgot how to hold a pencil after so many years.

Hoping the tent was dark enough to hide his blush, Ozpin said, "Uh, yeah. Yeah, I remember how to write."

Nodding in content, Cherise said, "Good. Now, before you go out, you should eat breakfast. We still have some leftover bread and apples from the last night."

Sighing in defeat, Ozpin rolled out of bed and began his day, all under the eagle-eyed gaze of his sister.

Munching on another green apple, Ozpin asked, "Hey, where's Val?"

Coming back from checking on their mother, Cherise said, "She and a couple of her friends are playing right behind the tent. Don't worry, I'll keep an eye on them and mom while you go run this _errand_." _Why'd she have to place so much emphasis on 'errand?'_ thought Ozpin.

"I really hate it when you put so much emphasis on words. Seriously, hate it, sis."

Narrowing her eyes in aggravation, Cherise responded with, "Don't you lip off to me! Now, get your butt moving. It's already 4 o'clock. You've slept most of the day away."

Rolling his eyes, Ozpin called, "Yes, mom!" over his shoulder as he made his way to the tent flap.

"Move it!"

"I'm going, I'm going!" _Geez, kept it hidden that I steal for almost four years. Should have just told her I was a prostitute._

 _Gah, why's it gotta be so bright?_ Groaning, Ozpin shielded his eyes from the glare of the sun. _Seriously? The sun_ has _to be pointed right at the entrance of the tent? Seriously?_

He perked up as he heard the sound of laughter – something that was all too rare in his life as of late. Walking around the back of the tent, he watched as Valentina played tag with her friends Lie Ming, a small oriental girl, and Zia Scarletina, a female rabbit faunus.

Ozpin couldn't help smiling as they played in the dirt. They seemed so innocent and childish, so happy and carefree. Sighing, Ozpin wished that he could go back in time and tell seven-year-old Ozpin to savor his childhood.

He continued to watch as Valentina tackled Ming into the dirt. Smiling as they laughed and played, Ozpin turned around and headed towards the city.

XXXXX

Ozpin licked his lips in nervous anticipation as he eyed the stall owner. He was currently making a sale of fresh produce to a not-so-kind looking woman, who was viciously haggling with him to lower the price on a bag of potatoes. _It's now or never, while his back is turned to me._

With his written apology and cost of the bread and apples in hand, Ozpin made a quick beeline for the stall and covertly placed the folded letter, with the credits inside, onto the corner. With that done, Ozpin walked away as calmly as possible, allowing himself to be pushed along by the flow of the crowd. _Phew. Well, that wasn't so bad._

That's when the sky started to explode.

 **P.S. Remember, don't be a hater, but be a CONGRATULATOR! And please leave a review, comment, or positive piece of criticism. Cause honestly, any kind of feedback helps me to understand what I'm doing right and what I'm doing wrong.**


	4. Chapter 4

**I do not own RWBY or make any money from this work of fiction. RWBY is owned by the good people at Roosterteeth.**

 **Chapter 3:** **"Weep Not For Me"**

 _Huh. What's that whistling noise?_ Ozpin looked up just as the first bomb dropped onto the building across the street.

With a sound like the world's largest metal balloon being popped, the aerial bomb exploded as it hit the stones of the building. Ozpin watched in horror as the bomb sent shrapnel, stone and mortar, flying all over the street in front of Ozpin, shredding pedestrians and burying them alive in the rubble.

As he watched, dumbstruck and terrified, more bombs dropped from the sky. Looking up again, Ozpin saw fighter jets with the symbol of the Mantle Royal Air Force, a dove carrying a spear and paintbrush in its talons, fly over the city.

 _What's going on? Mantle was supposed to be on her knees,_ thought Ozpin in a panic. With a horrible realization, Ozpin watched the jets flying in from the east. _The slums! Oh gods!_

Finally shaking off his fear and indecision, Ozpin took off at a dead sprint towards the slums . . . only to make it three feet before another aerial bomb fell a dozen feet in front of him and detonated on impact with the concrete.

The force of the explosion knocked Ozpin off his feet and blew him backwards into another stall. The wood of the stall was weak, which was probably for the best, considering he went through it, crushing cabbages and rutabaga under his back and keister.

Dazed, Ozpin's vision swam and his ears rang as he tried to orient himself from the aftermath of that last explosion. _Why . . . Why am I not dead?_

Looking down at himself, Ozpin saw a thin, translucent, skintight layer of green light cover his chest. At least, that's what he thought he saw. His vision was so blurry that for all he knew that green film on his chest was a bunch of cabbage leaves.

Groaning, Ozpin tried to push himself up on shaky arms, only to slip on a rutabaga. His head smacking the concrete, Ozpin's vision exploded with stars. Grinding his teeth, he dug deep into his quickly dwindling reserves of energy, and pulled himself up on the edge of the stall. _I hate this day. I hate it SO much._

Finally getting to his feet, Ozpin leaned himself on the broken table as he tried to catch his breath and get his head to stop spinning. Looking around the plaza, Ozpin was horrified to see the craters in the streets, the broken and crumbling buildings, the fires and the smoke.

But, worst of all were the people. Thanks to the bombs, there where pieces of them scattered across the streets, with even more buried alive under collapsed buildings. As he watched, one man was pulling at an arm trapped underneath a pile of rubble that once used to be a boutique. Further down the road, a little boy was crying out for its parents, holding onto a toy plushy of an Ursa. And even more people where running around aimlessly, calling out for friends and family, or just screaming hysterically. Once Ozpin's hearing had fully returned, he realized that the ringing noise he had been hearing over the cries of the people around him wasn't the ringing caused by the bombs explosion, but the ringing of the recently built air-raid sirens.

Staggering away from the broken stall, Ozpin ran towards the slums, weaving his way between craters, fires, and human chokepoints. All the while, the smell of smoke and burning flesh singed his nostrils.

 _Gods, please be ok, please be ok!_ He chanted in his head as he witnessed more and more devastation.

XXXXX

Panting, Ozpin's lungs felt like they were on fire. Looking around, Ozpin came to a staggering halt only a few feet from his home. With what little air he had left in his lungs, he screamed, "Cherise! Val! Where are you guys?!"

Looking around, he could barely hear anything over the screaming and the roar of the fires. _And I thought the city was bad._ Here in the slums, the devastation was even worse, due to the proximity of all the tents and people. Fires raged everywhere, spreading fast over the tarps and ropes used to hold the makeshift houses together.

"Ozzy! Ozzy, over here!"

Following the voice, Ozpin found Cherise, Valentina, and her friends, behind their house. One of the sheets of metal holding up their tent had fallen on Valentina, pinning her to the ground. Trying to pull her out from underneath it where Cherise, Ming, and Zia.

Stumbling over, Ozpin said, "Cherise, move over! I'll lift it up, you pull her out!"

Squatting down, Ozpin grabbed the edge of the sheet metal, being careful to watch out for the serrated edge. While the sheet metal wasn't extremely thick, it was heavy enough to pin down Valentina, and he was exhausted from the pain he was in and the mad dash he had made to get back here.

"On three," said Ozpin. Bracing himself, and taking several deep breaths, Ozpin said, "One, two . . . three!" Heaving upwards, Ozpin strained to lift the sheet up. Cherise quickly dashed in and pulled Valentina out. Coughing and wheezing, Cherise cradled Valentina to her chest as she knelt on the ground. Groaning, Ozpin took a step back and dropped the metal. It hit the ground with a resounding thud.

Taking a few more deep breaths, Ozpin turned around to look at the four girls and said, "We need to go to the evacuation bunker. It's in the residential district, near Mayeur's Cathedral. Where's mom?"

Still coughing, Cherise took her attention away from Valentina and turned around to look at Ozpin. "She's still inside the house."

Turning around, Ozpin said, "I'll get her. You keep the kids calm."

As he approached the tent, another explosion could be heard in the near distance, and a flaming piece of wreckage came flying through the sky. It smashed into their tent, setting the tarp on fire.

"NO!" screamed Cherise and Ozpin simultaneously.

Knocking the flap aside, Ozpin ran inside, only to have a fiery piece of rope smack him right in the face. As he reeled from the pain of his face catching fire, Ozpin felt the world slow down, as if he was moving through syrup. And then . . .. Ozpin blinked as he found himself outside the tent. Next thing he knew, a flaming piece wreckage came whizzing through the air to once again crash into their tent. But Ozpin was already in motion, rushing into the tent before Cherise cried out, "NO!"

He once again had that feeling of moving through syrup. To his surprise, he saw what looked like a holographic version of himself catching fire as he was hit by a flaming piece of rope. Ducking under said rope, Ozpin moved past the strange see-through version of himself. His breathing came out in horrible, vicious gasps. He felt as if he couldn't get enough air into his lungs, and he felt more exhausted than he ever had before in his entire life.

Stumbling around as the world moved at a snail's pace around him, Ozpin pushed through the syrup-like air to find his mother setting in her wheelchair, as dead to the world as always. As he moved to push her chair out the way they came, a hand gently reached up and wrapped around his wrist.

Looking down in shock, Ozpin peered down into the face of his mother. Dorothy, pale and gaunt, an older version of his sisters, looked back at him, but not with the vacant stare that she had been giving her children for the last four years. In her eyes, he saw complete and utter recognition.

Rising from her chair, she barely reached mid-chest level on him. Raising her other hand, she placed it on Ozpin's cheek, and with tears in her eyes said, "My beautiful boy. Oh, how much you've grown."

Ozpin was beyond stunned. Looking around the room, he saw that the tent flapping in the wind and the raging fires burning it were all still moving in slow motion. Turning back to his mother, Ozpin asked, "How . . . how are you moving? It's like the world's slowed down. How are you even standing? You're so thin."

Smiling at him, his mother wiped her hand across his cheek. Her hand came away wet. Ozpin didn't realize he had been crying.

"That doesn't matter right now." Tears flowing down her own cheeks, she cupped Ozpin's cheeks with both hands. "Sweetie, I am _so_ sorry I haven't been the mother you and your sisters needed. With your father gone, I should have stepped up and done what you've been doing this entire time: supporting this family."

Smiling through her tears, his mother continued on. "I am so proud of you and your sisters; for all the sacrifices you all have made. You're all so strong and caring. I don't think I could ever ask for better children. I love you all so much."

Ozpin started to sob, sniffling and choking back tears. "M-m-m-mom? W-why are you talking like you're this? Like you're leaving?"

"Because, sweetie, I . . ." she stuttered, glancing quickly behind him before looking back to her son. "I . . . need to go join your father now."

Turning around, Ozpin saw a piece of flaming metal almost half the size of their tent burning through the rest of the tarp, slowly making its way through the air towards the both of them. Spinning around, Ozpin grabbed his mother and began to pull her away from the flaming hunk of metal. But in that moment, Ozpin's felt his exhaustion spike, and he lost the strength to hold on to her. It felt like his mind snapped like a rubber band, and the next thing he knew, the world seemed to be moving at regular speed… matching his own.

Last thing he remembered was several tons of flaming metal crushing him and his mother, her voice ringing in his head. " _I love you all. And I am so sorry that I am abandoning you to this life."_

XXXXX

Ozpin blinked. He was once again standing outside the tent, listening to his sister's cry of "NO!" as a flaming piece of wreckage found itself crashing into their tent.

His body felt terrible, like he'd been both set on fire and crushed. But looking down at himself, Ozpin saw no signs of his injuries. His skin, while grimy, had no burn marks, and if he really had been crushed he doubted his bones would be in a good enough condition to allow him to stand.

Looking back up, Ozpin could see two strange, solid-looking versions of himself through the holes in their tent: one of them had his head on fire as a flame-ridden piece of rope wrapped itself around his head, and another version of himself was trying to pull their mother up out of her wheelchair. Blinking in surprise, Ozpin watched as this strange doppelganger ran towards him, and the tent flap, with a very _real_ version of his mother. Looking behind his clone, he could see that their mother's wheelchair was indeed empty. _Wait . . . What? But then that means . . .._ Ozpin's horror grew to new heights as he saw a shadow starting to form on their burning tarp right above where his mother and his doppelganger where.

Realizing what was about to happen, Ozpin rushed forward. He was almost within arm's reach, arms outstretched to grab his mother out of this clone's hands. But he was too slow.

The mammoth piece of flaming wreckage crashed down on his mother and clone.

The force of impact blew Ozpin backward and out of the tent. Landing on his back, the impact jarred him to the point that it felt as if all his joints were about to pop out of their respective sockets.

As Ozpin lay prostrate on his back, staring up at the sky, it seemed like the flames grew brighter, almost completely white. In fact, he could have sworn that a sprinkling light jumped out of the fire, but he couldn't see where it went.

Groaning, Ozpin pushed himself up onto his elbows to look at the wreckage of their home. What greeted his eyes was nothing more than a warped, flaming pile of ropes, tarp, and metal.

"No," he whispered. "No, no, no! NO! MOM!" Sobbing, he continued to cry out for his mother.

"Ozpin! OZPIN! I need you over here!"

Turning away from the flaming wreckage, Ozpin stumbled over to Cherise. Huddled up next to her were Ming and Zia, holding onto her dress, trembling in fear. "Where, where's my mommy?" asked Zia. Ming just sat there in silence, trembling.

Stumbling up to them, Ozpin knelt down next to them and ruffled Zia's hair. "I don't know," he whispered. Looking at Cherise, he said between tears, "We need to go."

Swallowing hard, Cherise stared back at him, unshed tears shining in her eyes. "Something's wrong with Valentina. I think she's unconscious, and I can't carry her very far." She didn't say anything about their mom or their home, and Ozpin couldn't blame her. If he didn't focus on the here-and-know, he was going to breakdown and die in these slums.

"Ok, ok," he muttered. Taking a deep breath, he did his best to pull himself together.

"Ming," the little girl looked up at him as he said her name, "I need you to climb on my back, like when your papa gives you a piggyback ride." Sniffling, she nodded. Letting go of Cherise's dress, she slowly climbed up on his back and wrapped her arms around his neck.

"Zia, I need you to climb into my arms." Nodding, she let go of Cherise's dress and placed herself in the crook of Ozpin's left arm and wrapped her arms just above Mings'.

Looking at Cherise, Ozpin said, "Put Val on my other arm. Zia, when Cherise puts Val on my arm, I'm going to need your help to hold her in place. Can you do that for me?" The little girl nodded her head bravely as Cherise approached him. As Cherise placed Valentina in the crook of Ozpin's right arm, Zia snaked her left arm around Valentina's hips, holding her in place.

Taking a deep breath, Ozpin stood up with his charges and nearly toppled over. While living in the slums had toughened him up some, his body was still more scrawny than lean, and between the bombs, the running, and whatever the hell happened in the tent, Ozpin was exhausted. But he needed to get these girls and the remainder of his family to safety.

Taking another deep breath, Ozpin asked Cherise, "Do you know where the underground bunker is?"

Nodding, she said, "Yes, underneath the old cathedral on St. Cyr Street. I'll lead the way, you just worry about holding onto those three." Turning around, she set off at a light jog towards the city, Ozpin hot on her heels.

XXXXX

As they made their way through the ravaged city, Ozpin was glad to see that the residential district of Vale hadn't been hit as hard as the rest of the city. While there were still a few craters in the streets and houses on fire, there were no collapsed buildings and no bodies in the streets, most likely due to the fact that most people were at work or school.

Ozpin was honestly surprised. Not by the state of the city (he was trying to do his best to keep his mind off of that), but by Cherise. By this point, she normally would have been coughing and wheezing after having ran for so long. Instead, her breathing was strong and steady. On the other hand, he was barely hanging in there.

Luckily, he didn't have to suffer for much longer. Following Cherise around a corner, Ozpin almost cried in joy at the sight of the cathedral.

He honestly didn't understand why it was called a cathedral. It was barely taller than the two to three story homes surrounding it. Between its size and the fact that sermons to the Mistral god of harvest, Dagda, where held here, it really ought to be called a church.

Stumbling through the front doors, their party was surprised to see that the room was almost empty. Up by the altar stood the priest. At least, he stood by where an altar _should_ be. From where the crossing, all the way to the apse, should be was a cavernous hole with huge stairs leading down. Each step was as wide as the entire crossing.

The priest came towards them. He wore a black cassock and a brown vest, with a design of vines and trees running up and down the stitching of the vest. As the priest stepped out of the shadows of the apse to approach them, Ozpin could make out his features. Old and withered, the man had stark white hair and sallow skin. Yet despite his obvious age, he moved rather nimbly around the edge of the stairs to confront them. Concern written across his elderly face, he said, "Children, where are your parents?"

Fighting back a sob at the innocent question, Ozpin didn't want to explain to this stranger that he and his sisters where orphans, especially considering that Ming and Zia must be terrified over the fates of their own families. So, before his sister could say anything, he said, "We don't know. Once the bombing started we came straight here." He didn't want to talk to this stranger, or anyone for that matter. He could barely keep himself from bursting into tears as he opened his mouth to talk to the priest. He knew his voice was tinged with bitterness and grief from the sidelong look Cherise gave him, but he honestly couldn't care if he was being rude. At this point, he just wanted to go to sleep and wake up the next morning, only for all of this to have been a dream.

Nodding his head as if he could sense Ozpin's internal grief and conflict, the old priest pointed towards the stairs. "If you follow these steps, they will lead you to the evacuation center. From there, you will take trains to travel to Mountain Glenn, where things appear to be safer. Unlike here in Vale, their anti-air assault guns seem to be fully operational."

Ozpin couldn't bring himself to say anything, not even so much as a thank you to the priest. He was relatively certain that the next time he opened his mouth he really would break down into a gibbering, sobbing mess. Instead, Cherise thanked the old priest on their behalf.

Finally kneeling, Ozpin let Ming and Zia crawl off him to stand on their own two legs. Now that they weren't running for their lives, he could afford to let them down so that they could walk at the children's pace.

Standing back up with Valentina in his hands, Cherise bit her lower lip in concern and approached her brother. "Ozpin, maybe I should carry Val."

Ozpin began to protest, saying that her health wouldn't support Valentina's weight, but Cherise cut him off. "Ozpin, you look like you're about to topple over. Let me hold her. I'll be fine. I don't know why, but my condition hasn't been acting up at all. Seriously Ozzy, give yourself a chance to rest."

Looking down at Valentina, passed out in his arms, Ozpin couldn't help but picture in his mind himself carrying Valentina down the stairs, tripping on one of the steps and sending them both tumbling ass-over-teakettle into the darkness.

Sighing, he passed Valentina over to Cherise without a further word of protest.

Herding the children and Cherise down the stairs, Ozpin was picking up the rear of their little group. For that reason, he was certain he was the only one who heard the priest say, "May the gods and High Oum bless you all with peace and prosperity."

 **P.S. Remember, don't be a hater, but be a CONGRATULATOR! And please leave a review, comment, or positive piece of criticism. Cause honestly, any kind of feedback helps me to understand what I'm doing right and what I'm doing wrong.**


	5. Chapter 5

**I do not own RWBY or make any money from this work of fiction. RWBY is owned by the good people at Roosterteeth.**

 **Chapter 4: The Man in the Top Hat**

"Stairs. Why are there so many stairs?" whined Zia. Ming had yet to say anything, trembling as she held Zia's hand. The two children led the way down the stairs, followed by Cherise and Valentina. Last was Ozpin, leaning against the wall of the stairs as he staggered down behind them.

The stairs where rather simple, made of cement. Due to all the people who had already gone down them, they were covered in mud, dirt, and other refuse. This made the stairs somewhat slippery. To keep from slipping, Cherise had suggested to everyone to take the steps one at a time. The walls where lined with light bulbs, hanging from electrical wires that where stapled into the walls.

Smiling, Cherise said, "Don't worry, sweetie. You won't have to wait much longer."

Ozpin looked up from his feet to see what she was talking about. To his delight, Ozpin saw a bright, fluorescent light up ahead; they were almost at the base of the stairs.

Making the last push, they all breathed a sigh of relief as they stepped off the last step of the slippery stairs. Underneath the fluorescent light was a metal gate, manned by police officers. Beyond the gates, they could see a large crowd of people milling about in a wide, open room illuminated with the same fluorescent light they saw earlier on the stairs.

Walking up to the gates, the officers inspected them one-by-one before letting them through. At the back of the line, Ozpin couldn't help but wonder why they were looking at their faces and a stack of papers. _Wonder what that's all about?_

Too tired to care, Ozpin moved forward as Cherise was admitted through the gate, the officer calling for a medical team to come check on Valentina.

As the officer looked over a piece of paper, Ozpin took a closer look at him. _Something about this guy seems . . . familiar . . .._ The police officer clicked his tongue and nodded his head forward.

As the police officer's face was illuminated by the light above, Ozpin realized where he had seen this officer: he was one of the two officers who had chased him yesterday. Beginning to backpedal, Ozpin bumped up against something. Looking directly up, Ozpin found himself face-to-face with the other police officer from yesterday.

Smiling smugly at him, the officer grabbed him by the hair and pushed him into the bars of the gate. Grabbing Ozpin's arms, the officer yanked them viciously behind his back to the point that Ozpin thought they would pop out of his shoulder sockets. The other officer came forward and read off a piece of paper. "Ozpin Ozma, you are under arrest for petty theft and grand larceny. You have the right to remain silent. If you do say anything, what you say can and will be used against you in a court of law. You have the right to consult with a lawyer and have that lawyer present during any questioning. If you cannot afford a lawyer, one will be appointed for you if you so desire."

Ozpin's heart jackrabbited up into his throat. He was so terrified that he couldn't say anything. In hindsight, that was probably a good thing. Knowing him, he might say something stupid or incriminating. Probably both.

"Ozpin!" cried Cherise. Holding onto the bars on the other side of the gate, Cherise yelled at the officer, "What are you doing to my brother?!"

Shifting his grip to place the handcuffs on Ozpin's wrists, the one who was holding him said, "Girl, your brother's a criminal, and one helluvah thief, and we have quite the rap sheet that we can use to put him away for a _long_ time." There was no missing the relish in the man's voice as he dragged Ozpin towards a side-door right next to the gate on their side of it.

Grinding his feet into the ground to slow down the cop from dragging him away, Ozpin called out to his sister. "Cherise! Is Val ok?!"

"She's fine! A group of paramedics are looking at her."

Despite the rough grip of the officer, Ozpin smiled and sighed with relief. "Go with them, I'll be fine—"

"Like hell you will," growled the officer in his ear, yanking even harder to get Ozpin moving.

Ozpin didn't get to say anything more as the officer dragged him through the door, and the other one slammed it in his face.

XXXXX

Ozpin was not a fan of tight spaces. Add to that the press of smelly, sweaty bodies and Ozpin was sure that he would need an exorcism, or a bucket. Or better yet, both.

Squeezing his way through the crush of people, Ozpin made his way to the bars. Calling out to one of the guards, he asked, "Is there another cell you could hold me in? One with fewer . . ." he looked over his shoulder to take in all the criminals he was crammed in here with, "people."

The guard angrily bashed his baton across the bars right over Ozpin's hands and yelled, "Shut the fuck up and back away from the bars! You'll get out when we let you!" Spittle flew everywhere as the angry guard continued to rant and bash away at the bars. Not that there was much point. Ozpin had pulled back from the bars as soon as he had seen the guard begin to swing his stick.

Making his way back through the crowd, Ozpin put his back up against a wall, and did his best to keep his eyes on the other inmates, and to make sure they didn't try and pickpocket him. For some reason the cops hadn't bothered to frisk him before throwing him into this holding cell with at least forty or fifty other inmates, and the number just kept increasing. He still had about a grand hidden in his pocket, and he would probably need every cent and then some to pay for a lawyer.

That thought hit Ozpin like an eighteen-wheeler going fifty over the speed limit on a highway. How was he supposed to get out of this? He was more than guilty of the crimes labeled against him. There was an overabundance of eyewitnesses, including over a dozen police officers whose testimonies would hold substantial weight. But the thought of court and prison didn't scare him anywhere near as much as the thought of his sisters having to live without him to protect and support them. _They wouldn't last a week._ But there was nothing he could, other than keep an eye on his fellow inmates.

XXXXX

 _I would murder for two minutes of sleep._

Ozpin was honestly surprised that he hadn't tried to kill one of his fellow inmates. Sure, they were all bigger, meaner, and probably a _lot_ stronger based on their muscle mass, but hey, _where would be the fun in not trying?_

Admittedly, the most exciting thing to have happened was two rival gang members beating the shit out of each other on the other side of the cell, but nothing else had happened since.

It had been _hours_ since they had thrown them in this cell, and the guards had been slowly filtering them out to be sentenced for whatever heinous crimes they had committed against society. During that time, anyone dumb enough to fall asleep would have their pockets rifled through. At least that was the lucky ones.

The not-so-lucky ones had the crap stomped out of them for good measure. A lot of those taken out of the cell where specifically taken out due to injury. Ozpin, not wanting to wind up like them, was doing his best to blink as infrequently as possible.

He had been staving off sleep for hours. Between his injuries and exhaustion, it was an uphill battle. But so far he was winning.

On the bright side, this tense environment had kept his mind focused on the inmates and absent of wanderlust.

As the hours passed by, more and more inmates had been taken out of the cell for either sentencing or medical upkeep. The only two left in the cell were Ozpin himself and the poster boy for "thug life." Big, brooding, and covered in prison tats, one would most certainly _not_ want to run into this brute in a dark alley. _Or in a well-lit street. Seriously,_ _dude's built like a truck_ _._ And he was eying Ozpin with obvious malice.

"The fuck you looking at, punk?" growled the thug.

For a moment, Ozpin figured he would just ignore the thug. But than an evil, and admittedly _stupid_ ,idea came to mind. Donning the same lecherous smile that Stephen would wear when he saw an attractive woman, and dropping his voice to the best approximation of a falsetto, Ozpin winked at the thug and said, "What's a matter, sugar? You shy?"

The thug bristled, then snorted and said, "What, you a fag?"

Pouting, Ozpin said, "We prefer the term 'queen,' thank you very much!"

The thugs jaw dropped. His mouth flopped like a fish for a few moments before he finally found his voice. "The fuck?! You a tranny?!"

Snickering like an idiot, Ozpin quit pretending to have a falsetto and said, "Not nearly as much as you, bucko. Dude, stop taking them steroids. You might not have been born a dude, but that shit will still shrink the important equipment. And seriously, how do you get any dates with that dragon tattoo on your face? Oh, let me guess. You _pay_ your dates, don't you?" Ozpin smiled cruelly at the thug as his anger became all but palpable in the room.

Standing up, the thug flipped him off and said, "You better shut your fucking mouth. I eat pieces of shit like you for breakfast!"

Laughing uproariously, Ozpin said, "You eat shit? Well damn, that explains the smell. Seriously dude, you ever hear of Spearmint or Altoids? I'd suggest you start investing, given your diet."

Confused and angry, the burly thug said, "What? The fuck are you talking about?"

Rolling his eyes, Ozpin said, "I said you smell like shit! Gods, you're slow."

His face turning red, the thug stomped to his feet and screamed, "You shut the fuck up!"

Blowing air out the side of his mouth at the not-so-subtle threat, Ozpin said, "Pfft. Or what?"

"Or I'll make you. What are you, retarded?" growled the thug, a sneer plastered over his ugly features.

Snorting derisively, Ozpin said, "Again, not nearly as much as you are. It's just the two of us. You think the guards are just going to stand by and let you beat on me?"

As if proving his point, the moment the thug made a move towards him, one of the guards rapped on the bars and yelled, "You two sit the fuck down! Don't cause any shit until your hearings."

Smiling smugly, Ozpin said, "See? Told you so. Dumbass." That was a mistake.

Apparently that last insult was more than the gangster could take. Ignoring the warnings and calls of the guards, the thug advanced on Ozpin. Normally, Ozpin would be panicking; he hadn't been in a fight since grade school. But strangely enough, Ozpin was excited. His mind was a jumbled mess of emotions, and he needed something, _anything_ , to get his mind off of the last 24 hours of mayhem.

"Oh, what's this? Dumbass wants to be a dumbass? Here, douchey douchey douchey~," singsonged Ozpin, patting his lap playfully as if he were calling a dog.

With an angry bellow, the thug charged. Swinging high, he aimed his fist at Ozpin's head. Ducking and stumbling backwards, Ozpin avoided the punch, only to find his back pressed up against the wall. _Oh, shi–_

Ozpin's thoughts splintered as the thug's right hook connected in a vicious blow to Ozpin's jaw. Ozpin's head snapped backwards and hit the wall before his legs gave out and he fell to his knees.

Grabbing Ozpin's hair, the thug yanked his head back so that Ozpin was looking up at him. "What's your name, bitch?"

Sputtering out some blood that had gathered in his mouth, Ozpin managed to spit out, "Why?"

Leering down at Ozpin with a cruel grin, the thug said, "'Cause after I get out of here, I'm going to find your bitch o'a mama and – well, you're so fucking smart. Bet you can figure it out." Those words snapped Ozpin's hazy mind back to the present, and his eyes focused on the thugs face. The thug's smile grew as he saw a muscle twitch under Ozpin's right eye.

Continuing to gloat, the thug leaned closer to Ozpin to get a better look at him. "Whatza matter, bitch? You ain't talking that tough shit now, are ya? Come on, say something cl–"

Without warning, Ozpin spat in the thug's face. Cursing and letting go of his hair, the thug stepped back to wipe the blood and saliva off his face. "That's it! You're fucking deeeeeeeeaaad?!" His voice rose into a soprano. Rising to one knee, Ozpin had taken the opportunity to coldcock his aggressor.

Bending forward, the thug cupped himself in agony. But Ozpin wasn't done yet. Still on one knee, Ozpin brought his left fist up into a violent uppercut straight into the thug's nose. His entire body jerked backwards as blood sprayed like a faucet from his broken nose.

Ignoring the pain in his face and fists, Ozpin rose to pursue the thug. "You don't threaten my family. Not _now_ , not _ever_. Fuck you, you steroid driven, tattoo covered cunt! _FUCK_! _YOU_!" screamed Ozpin, his mind engulfed with furious emotions.

As Ozpin closed the distance between him and the thug, the sound of a shotgun cocking stopped him midstride. "Both of you, to the walls! NOW!" screamed one of the guards who crashed through the cell door.

Ozpin hadn't noticed them come in, but they all seemed incredibly agitated and a little _too_ trigger happy for his tastes. Looking down the sleek barrel of the shotgun, he felt his rage slide off of him like ice off an iceberg. Slowly backing up, he placed his arms above his head. The thug mirrored his movements, backing up to the opposite wall.

Smiling despite his broken lip, Ozpin said, "Oh, come on, officers. We were just having a little bit of fun. No need to whip out your guns."

"Shut up!" growled the closest officer. "Both of you, turn around and put your hands on the wall."

Doing as he was told, Ozpin had a moment of panic. _What if they shoot me? Gods, please don't let me die a pedestrian virgin!_

To his relief, all the officer did was yank his arms behind his back and cuff him. Turning him around, Ozpin saw that they had given Dragon Tattoo the same treatment.

Winking at Tattoo Face, Ozpin said, "Guess are fun got cut short. Let's finish this another time, mmm'k, sweetheart?"

The look on Dragon Tattoo's face promised future retribution. _Probably a safe bet to not drop the soap._

"That's it," growled the officer holding Ozpin. Ozpin recognized him as the one he had asked to be moved to another cell. "You wanted out of this cell? Congrats, your wish just got granted." He proceeded to drag Ozpin out of the cell and down an adjoining corridor. Stopping in front of a thick iron door, the officer took one hand off of Ozpin to reach for a key ring at his hip. Unlocking the door, the guard unlocked Ozpin's cuffs and shoved Ozpin into the room. "Wait here. There's someone who wants to talk to you." With that, the guard slammed the door in his face.

Rubbing his sore wrists, Ozpin took in his new surroundings. The room was small, maybe 10'x10', illuminated by a single hanging light bulb in the ceiling. In the center was a small wooden table with a wood chair on either side. The walls where made of stone, and there were no windows or bars. The only exit out was the only entrance in. In the corner was a pair of buckets. Walking over to check their contents, Ozpin found that one of the buckets was filled with water, and the other was empty.

As he was about to pick up the bucket of water to take a big gulp, he saw his reflection in the water. He looked a mess. His face was covered with dirt and sweat, and the lower half of his face was covered in blood. His lip was a mess: it had split in three different places on the lower lip alone, and there was a nasty looking bruise forming on his left cheek and jawline. His hair and hairline was crusted with dry blood from when he hit his head.

Blinking, Ozpin dropped the bucket in surprise. It hit the ground with a splash. He had never seen himself looking so beat up. Looking down at his hands, he flinched as he saw how inflamed his wrists had become. But that was nothing compared to the knuckles of his left hand: the skin was split and there was blood running between his fingers and down his forearm.

He felt like his life was falling apart. In this cell, there was no one he had to be on guard around. There was nothing to keep his mind off the events of the last 24 hours. Hyperventilating, Ozpin's thoughts swam with the memories of his mother's parting words, the fear on Cherise and the children's faces, and Valentina's small, broken form. But worst of all were thoughts of his future. Him, in prison, unable to help his sisters survive the rough road ahead of them.

Unable to take it, Ozpin needed to find something to take his mind off of the horrible future he foresaw for himself. Looking around the room, his eyes focused on the chair in front of him. Before he could think better of it, he picked up the chair and smashed it down onto the table, sending wood and splinters flying in all directions. Backing away from the mess, Ozpin screamed until his voice was raw.

Backing himself into a corner, he crumpled into a mess on the floor and sobbed. He didn't know for how long he sat there and cried, but eventually his tears dried up. Exhausted, he let himself drift off into the slumber that he had been staving off for hours . . .

XXXXX

. . . and slept for about two minutes.

Ozpin woke up to the sensation of having cold water splashed in his face. Spluttering and gasping, Ozpin tried to wipe the water off his face to get a better look at his new tormentor. He couldn't make out much about the newest addition to the room, what with the light shining directly behind him.

"Rise and shine, punkin," said the man, still holding the bucket in one hand. In his other hand was a familiar looking cane with a familiar looking cog and lever. Ozpin recognized the voice.

As the man backed up, the light descended on his features to affirm Ozpin's suspicions. "Hi, Top Hat. If you want your money back, don't bother. I already spent it all on booze and loose woman," lied Ozpin.

An all-knowing smirk descended on the soldiers face. "I seriously doubt that." Turning around, he limped over to the only remaining chair and sat himself down, extending his right leg. Ozpin didn't miss the sigh escape the man as he sat down. Giving the extended leg a second look, Ozpin noticed that halfway down the foreleg, the bone seemed to jut outwards at a painful angle. Ozpin wondered what could have caused something like that. _Maybe some old war wound? Or was he born with it? No, that wouldn't make sense. They wouldn't allow him in the army with a disability like that. Would they? Are we that desperate for soldiers?_

Giving the pile of kindling in front of him a cynical look, No-Longer-Top-Hat said, "Not a fan of the decor, eh? Can't say I blame you. It really is quite drab in here."

Ozpin rolled his eyes at his poor attempt at small talk. Pushing himself to his feet, Ozpin grumbled, "What do you want?" Walking up to the mess, Ozpin added, "And did you have to splash me?"

The army man shrugged and said, "Looked like you needed a bath. Besides, I'd imagine you would prefer that over me poking you with my cane." Ozpin would have appreciated the concern if he believed it to be genuine. As things stood, Ozpin wanted to sock the soldier in his smug face, swollen fist be damned.

Before he gave into the urge and probably got his ass handed to him on a silver platter, Ozpin reiterated himself. "What. Do. You. Want? Unless you're here to escort me in front of a jury, I'm really not in the mood to deal with any more crap."

Sobering, the soldier reached under himself and picked up a folder he had been sitting on. "Alright, Mr. Magician," he said, using Ozpin's street name. There was something about his tone that Ozpin didn't like; it reminded him of when the soldier told him not to disappoint him. "I have a proposition for you."

Wagging the folder in the air, the soldier said, "This here is a folder detailing who you are, according to government records, and what you are being accused of. And kid, I have to say that from what I've read, your life sucks."

"You don't need to tell me, I live my life," grumbled Ozpin. He was not amused that this stranger was making a joke out of his life.

Snorting at Ozpin's caustic tone, he handed him the file and the carried on. "You're looking at 12 years, minimum. I just _have_ to know, how did you break into the Winchester mansion? The file says you made off with an original DeCaso Coal painting, worth almost 10 million."

Ozpin's eyes bugged out at the sum. _Are you fucking kidding me?! Steph and me sold that thing for only 2500!_ Despite his outrage, Ozpin was ashamed of what he'd done. That heist had been the only breaking-and-entering that he had ever committed. Stephen had come to him with the idea, having heard that some rich prick had bought some fancy painting. Getting in and out had been difficult, but they'd pulled it off and split the profit. But in that moment, Ozpin had never felt more like a criminal. If not for the fact he needed the money to pay for Cherise's medicine, the guilt would have driven him to go back to the mansion and give back his portion of the cut.

Ozpin had never been more disgusted with himself.

Swallowing hard, Ozpin's mind started to process what the soldier had said previous to asking about the painting. _12 years._ Minimum _of 12 years. I am_ so _screwed._

Thinking fast, Ozpin said, "You said you have a proposition for me?"

The soldier's smile grew wider as he picked up on the panic in Ozpin's voice. "You have a good poker face, but it's like every word coming out of your mouth is layered in emotion." He raised his hand as Ozpin opened his mouth to tell him off. "Cool your jets. Yes, I have a deal for you."

Weaving his fingers together, the soldier's demeanor grew more serious. "After this recent attack, it's more than obvious that Mantle wasn't as close to defeat as we thought she was. Taking that into account, the state army is looking for men and women to fill in the vacant ranks. Those in power refuse to lower the age of conscription below 17, and refuse to implement a forced conscription. And yet, some egghead came up with the _wonderful_ idea to conscript felons with low sentences," the soldier rolled his eyes at the stupidity that he was spewing. "In return for their military service, their police files will be cleared, and they will be allowed to live as free men and woman."

Something about all this didn't sit well with Ozpin. "Then why are you in here, talking to some no name thief? It's not exactly like I'm battle-ready to fight a war. Hell, the last fight I was in left me like this," he said, indicating his bloodied state.

The soldier snorted at him. "I don't know about that, Ozpin. Looked like you had him on the run, and he easily had a couple hundred pounds of muscle on you. Gotta say, I most certainly wasn't disappointed with that display."

That caught Ozpin by surprise. Before he could stop himself, he asked, "You saw me fight Tattoo Face?"

The soldier gave Ozpin a pain-filled grimace before laughing. "Seriously? Tattoo Face? Come on, kid. I was expecting something more original."

Offended, Ozpin said, "Oh, I'm sorry. What would you call him if he was trying to cave in your skull?"

The soldier responded immediately. "Shit-for-brains."

Ozpin rolled his eyes at the soldier. "Oh, and why's that?"

All the humor left the soldier's face as he said, "Because I would crush him into paste under my boot." There was none of the self-assured cockiness that the soldier was displaying earlier. All Ozpin saw was a grim, intelligent face with a dark gleam in his eyes.

Shivering, Ozpin realized that he wasn't bantering with some random stranger. He was talking to a very dangerous, potentially volatile soldier who has probably seen more violence in a day than Ozpin had seen in his entire life. To put the rotted cherry on top of the bullshit sundae, this man held Ozpin's future in his hand. _Maaaaybe I should play nice._

Swallowing hard, Ozpin decided that he wanted to re-direct the conversation back to what was troubling him most. _Well, second most._ "It still doesn't make sense why you would be interested in recruiting me. I'm just a kid."

Taking back the folder (Ozpin hadn't bothered to peruse it, he had a pretty good idea what was inside), he opened it and began to read notes from it. "Ozpin Ozma. 17, just the right age for conscription. Skipped a grade in grade school and finished Grade 9 with the highest average of 98.5%." Looking up from the page for a moment, the soldier looked at Ozpin and said, "Hopefully you still have a good head on your shoulders." Ozpin chose to ignore that jibe as the soldier continued. "You've been unemployed your entire life, and yet you still make payments for the medicine for your mother and sister's medical condition. Considering how expensive Mavro is, you must be robbing people non-stop, and this is the first time you've been arrested. Either that or you _really_ enjoy poker. Probably a bit of both. Either way, I'm impressed."

Tapping the folder on his chin, the soldier said, "Call me crazy, but your actions don't strike me as those of a selfish man. You're desperate, and desperate people make desperate decisions. Tell me, why did you never get a job?"

Ozpin's face turned to stone. "I tried. No one wants to hire a street urchin." Narrowing his eyes in anger, Ozpin said, "And I know the military isn't running a charity. So get to the actual reason why you're 'interviewing' me." He used sarcastic finger quotes around the word "interview."

Sighing, the soldier said, "Really, kid? You need a job, some way to pay for your sisters' medical and living expenses. And if you don't take this deal you're almost certainly looking at a life behind bars. Are you sure you want to look this gift horse in the mouth?"

Part of Ozpin's mind screamed at him for not jumping on this opportunity, but if life in the slums had taught him anything, if something sounded too good to be true than it normally was. One of his mom's old sayings floated through his head. _Beware those who give gifts without pretense._ Nothing in life was free.

"I'm not letting this go. Why are you trying to recruit me?" said Ozpin. He was losing patience with this carrot and stick game that the soldier was playing.

Sighing, the soldier placed the folder on the ground and stood up. Stumbling forward with his cane, the soldier stood in front of him and said, "Because you're Captain Marvel Ozma's kid."

Hearing those words was like a verbal slap to the face. Stunned, Ozpin didn't say anything as the soldier continued. "I'm sure you know this, but your old man had silver eyes, just like you. You know the old stories, right? Silver eyed people are born warriors; the best you'll ever see on a killing field."

Before Ozpin could pull away, the soldier grabbed him and pulled him close. Now that they were standing toe-to-toe, Ozpin could see that the soldier was a few inches taller than him.

Giving him a hard look, the soldier said, "And you know what? I've never seen a better fighter, and trust me, I've been on enough battlefields to know what I'm talking about."

Letting go of Ozpin's arm, the soldier took a step back. "You were probably too young to remember this, but when this war first started, each kingdom tried to recruit as many silver eyed individuals as they legally could, and some that they couldn't. Now, I'd say that gene has become pretty rare. Any CO worth his salt who hears about you will try to recruit you, and trust me when I say that their offers won't be as good. Most of the COs are only offering federal pardons. Not only am I offering you a pardon, but I'm also offering you a full officers salary, so you can provide for your family."

Ozpin new the stories, but that's all they were: stories. Men and women who were born to fight. Ozpin had never felt particularly special. In fact, every fight that he had been in had always left him bruised and bleeding. But as Ozpin thought of those fights, he realized that one way or another he always walked away the victor. Biting, crotch-shots, potshots, and eye-pocks – Ozpin did whatever he had to just to win. _That doesn't prove anything. I'm not skilled at fighting. My face is proof of that. But still . . . this is a good opportunity._

Taking a deep breath, Ozpin said, "What's the starting salary?"

The soldier raised a questioning eyebrow. "So you're in?"

Ozpin shook his head. "I'm not agreeing to anything before I see the contract. I want to know just what I'm walking into."

"Fair enough." Stooping down and standing back up in one fluid motion, the soldier picked up the folder. Rifling through the pages, he took out one near the back of the folder and passed it to Ozpin. "This here is your salary. As you can see, you'll be starting off as a Private. By working your way up the ranks, you can increase your salary."

Ozpin read through the contract, his stomach shrinking as he came to terms with just what he was signing up for. Once his eyes came to the amount he would be paid each month, he sighed in disappoint. While reasonable, it was less than he would have preferred.

"Alright. Say that I agree, I just have one more question."

The soldier raised an eyebrow in mock surprise. "Really, just one? Ok, sport, fire away."

Taking a deep breath, Ozpin said, "Who the hell are you?"

For a moment, the soldier was actually stunned into silence. But it didn't last long. Throwing his head back, he laughed uproariously. After a couple minutes, he calmed down enough to say, "Damn, Ozpin. I thought you'd never ask." Standing up proudly, the soldier said, "I'm Sergeant Magnus Nikkos, and from here on in I'm your commanding officer."

 **A/N: . . . So, that was thing. Hope y'all enjoyed these chapters, and good luck to anyone who has any tests, midterms, or papers/projects coming up.**

 **P.S. And remember, don't be a hater, but be a CONGRATULATOR! And please leave a review, comment, or positive piece of criticism. Cause honestly, any kind of feedback helps me to understand what I'm doing right and what I'm doing wrong.**


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